RULES. The Central Securities Depository of Poland (KDPW) CHAPTER I GENERAL PROVISIONS

Transcription

1 rules_ of The Central Securities Depository of Poland (KDPW) Valid as of 3 February, 2014 RULES Of The Central Securities Depository of Poland (KDPW) CHAPTER I GENERAL PROVISIONS 1 1. The Rules of the Central Securities Depository of Poland, henceforth referred to as the Rules, define the operating principles of the depository system. 2. The term depository system shall refer to the system organised, managed and supervised by Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland) KDPW - to ensure the administration of a securities depository, the settlement of transactions in financial instruments trading, and the performance of issuers obligations for securities owners, as well as performing other activities related to trading in financial instruments defined in Art. 48 subpara. 1, items 1-6 of the Law on Trading in financial instruments The KDPW Management Board may pass resolutions on detailed matters that relate to the operation of the depository system, with the exception of matters regarding the rights and obligations of participants, which define the terms and conditions of obtaining and terminating participant status. 2. The resolutions referred to in subpara. 1 shall be made available to the interested participants immediately upon being passed. 3. The resolutions referred to in subpara. 1 shall come into force two weeks after their becoming available according to subpara. 2, unless they indicate a longer period before coming into force. 4. The provisions of subpara. 3 shall not apply to resolutions of the KDPW Management Board that relate to the entering into, amendments to, and termination of participation agreements with an individual participant, nor to resolutions which do not contain rules relating to the rights and obligations of

2 participants. Subject to the provisions of subpara. 2, these resolutions shall come into force upon being passed, unless the relevant resolution provides otherwise. 3 Whenever reference is made herein to the following terms: 1/ the Law on trading in financial instruments, this shall be understood to mean the Law on trading in financial instruments of 29 July, 2005 (Dziennik Ustaw Journal of Laws No. 183, item 1538, with later amendments), 2/ the Law on public offerings, this shall be understood to mean the Law on public offerings, conditions governing the introduction of financial instruments to organised trading, and public companies of 29 July 2005 (Dziennik Ustaw Journal of Laws No. 184, item 1539, with later amendments), 3/ the Exchange, this shall be understood to mean the Warsaw Stock Exchange, 4/ the Depository, this shall be understood to mean the securities depository as defined in Article 3 point 21 of the Law on trading in financial instruments, 5/ the Central Securities Depository of Poland, or KDPW, this shall be understood to mean the joint stock company known as Krajowy Depozyt Papierów Wartosciowych, 5a/KDPW_CCP, this shall be understood to mean the joint stock company known as KDPW_CCP, to which KDPW has transferred the performance of activities relating to the responsibilities described in Art. 48, subpara. 2 of the Law on Trading in Financial Instruments. 6/ securities, this shall be understood to mean securities as defined in Article 3 point 1a and b of the Law on Trading in Financial Instruments which: a/ meet at least one of the conditions of dematerialisation, as defined in Art. 5, subpara. 1 of the Law on Trading in Financial Instruments, or b/ were admitted to public trading admitted to public trading on the basis of the Law on the Public Trading in Securities of 21 August 1997 (Dziennik Ustaw 2005 Journal of Laws No. 111, item 937 with subsequent amendments), or c/ do not meet any of the conditions described in a/ or b/ above, however, are not in paper form on the basis of provisions of another act of law, other than the Law on Trading in Financial Instruments, or d/ do not meet any of the conditions described in a, b, or c above, however: - they were issued by an entity domiciled outside the Republic of Poland, - they are registered by a legal entity or other institution performing, outside the territory of the Republic of Poland, the role of central securities register, managing the relevant registration account for KDPW or another financial institution managing such an account, as described in of 40 subpara 6, and - these securities were purchased by a participant or its client through their exercise of their right to the free-of-payment, or for-payment acquisition or purchase of these securities and the right was directly connected with the ownership of securities registered in the depository. 7/ derivatives, this shall be understood to mean derivatives admitted to organised trading, 8/ derivatives market, this shall be understood to mean the organised trading system where transactions involving derivatives are executed,

3 9/ participant s cash account, this shall be understood to mean the following account indicated by a participant: a/ the bank account used for payments referred to in 48 subpara. 1, managed in a bank that, under an agreement with KDPW, agreed to have bank accounts managed by it debited or credited in respect of such payments on the basis of instructions issued by KDPW, if the holders of such accounts authorise KDPW to issue such instructions, or b/ in the case and within the scope referred to in Article 48 subpara. 4a - the bank account used for payments referred to in 48 subpara. 1, managed in TARGET2; 10/ settlement bank this shall be understood to mean the bank referred to in Point 9 item (a); 11/ derivatives account, this shall be understood to mean the account used to register derivatives, as defined in point 7/, 12/ clearing guarantee fund, this shall be understood to mean the clearing guarantee fund referred to in Article 65 subpara. 1 of the Law on trading in financial instruments, managed by KDPW_CCP. 13/ ATS guarantee fund, this shall be understood to mean the fund used to guarantee the correct clearing of transactions executed in a specific alternative trading system, managed by KDPW_CCP, as described in Art. 68 of the Law on Trading in financial instruments. 14/ settlement instruction, this shall be understood to mean an instruction to perform the activities, described in 47, subpara. 1, in the depository system. 3a 1. Provisions of these Rules that refer to securities shall apply respectively to financial instruments, which are not securities, 1/ admitted to trading in the regulated exchange or over-the-counter market, or being in the process of seeking admission to such trading, and 2/ admitted to trading in an alternative trading system, or being in the process of seeking admission to such trading. 2. In matters not regulated otherwise in the provisions of these Rules relating to derivatives accounts, the provisions of these Rules relating to securities accounts shall apply accordingly to derivatives accounts Whenever the provisions of the Rules refer to making a declaration or making available, or providing information by KDPW to a direct participant, or by a direct participant to KDPW, and these provisions do not define the form in which this should take place, this shall be understood to mean delivery to the intended party of the declaration, or information in electronic form on the basis of principles described in agreements signed between KDPW and direct participants, defining the ability to make declarations of will and to send information in electronic form, subject to the provisions of subparas. 2-5a. 2. The provisions of subpara. 1 shall not apply in relation to declarations and information sent by direct participants in connection with the exercise by entitled entities of rights from securities, described in 40 subpara. 6, including for the purposes of confirming the tax status of such entities, should these

4 declarations, or information be intended for further transmission by KDPW to the relevant entity, described in 40 subpara. 6, in a form other than electronic means. 3. Sending declarations and information in the course of relations between KDPW and entities applying for a participation agreement, as well as in the course of relations between KDPW and its participants that are: 1/ direct participants, 2/ in accordance with the obligations described in 23 or 30a, 3/ in connection with amendments to or termination of the participation agreement, 4/ in connection with the updating of documents provided by a participant in order to conclude or amend a participation agreement, 5/ in connection with imposing disciplinary, or order measures, and 4/ in connection with the participation status of issuer, will require the delivery to the addressee of the original document containing the declaration or information, or an appropriately certified copy, subject to the provisions of subpara. 5 and 5a. 4. The KDPW Management Board may, by means of a Resolution, define other instances where the submission of declarations, or information should take place according to the rules described in subpara In relations between KDPW and participants, documents containing a declaration, or information, described in subpara. 3 or 4 may be sent via facsimile or electronic mail through the internet. However, until the moment when the document is received in the manner described in subpara. 3, only actions requiring an urgent response should be performed on the basis of the contents of a message sent via facsimile, or electronic mail. No action should be performed when a facsimile, or electronic mail transfer has been damaged in such a way as to render its contents impossible to determine. 5a. In instances described in these Rules, or in a Resolution of the KDPW Management Board, in relations between KDPW and participants with the status of issuer, the transfer of declarations or information as part of that participation type shall take place using electronic means, using the KDPW website and using means described in a Resolution of the KDPW Management Board, securing the contents of the declaration or information to prevent access by third parties. If, however, the declaration or the information cannot be transmitted in this manner, in particular for technical reasons, then they should be sent according to the principles described in subpara. 3, subject to the provisions of subpara An appropriately certified copy of a document shall mean: 1/ For official documents: a copy certified officially or notarised, stating it is true to the original, 2/ For private documents: a notarised copy stating it conforms to the original, while for documents containing personal declarations by the entity submitting the copy of the document, a copy certified as being true to the original according to the corporate representation rules of that entity will also be required. 7. The declarations and information described in subparas. 3 and 4 shall be sent by KDPW to the address indicated in the documents submitted by the participant to KDPW. In the event that the declaration or information cannot be delivered to the participant at this address, this shall be understood to mean that on the day that KDPW has received information that such a delivery was not possible, all consequences pertaining to the delivery to the participant of the declaration or information by KDPW, have taken place.

5 4a 1. Should the declaration or information sent by electronic means be specifically formatted or have a predefined structure, KDPW shall designate the necessary format or structure of such a declaration or information on the KDPW website. KDPW shall inform participants about each change of the relevant requirements at least two weeks prior to its introduction. 1. If, under the agreements referred to in 4 subpara. 1, declaration or information should or could be sent over the electronic network SWIFT (Society for Worldwide Interbank Financial Telecommunication), KDPW shall, on its website, define the kind (types) of messages supported by the network which can be used for this purpose by participants or by KDPW Whenever a number of days are specified, the number shall exclude all official holidays, specified in the applicable regulations, and Saturdays, subject to subparas. 1a and 2. 1a. The provisions of subpara. 1 shall not apply when calculating the deadline, described in If so required by the depository system, the KDPW Management Board may, by way of resolution, specify additional days that shall be excluded when calculating deadlines, and specify days from among those referred to in subpara. 1 that shall be included in the deadline calculation. KDPW shall notify its participants of every such case at least one month in advance. 3. In instances where the Rules impose a duty to perform an activity, or give an undertaking dependent on the performance of an activity, and do not specify in days, weeks or otherwise when that activity is to be carried out, the activity should be performed immediately after the event, which requires such activity to be carried out has taken place Subject to the provisions of the second sentence of subpara. 3, and the provisions of subpara. 4, the market value of securities traded in an organised market shall be calculated using the following methodology: 1/the market value of securities traded exclusively in a single organised market shall be calculated according to their price in that market, determined as the reference price; 2/ if on a given date the price determined as the reference price has not been calculated in the organised market where the trading of securities, described in point 1, is performed, then the market value of those securities shall be calculated using the last such reference price determined prior to that date; 3/the market value of securities traded in more than one organised market shall be calculated according to their price in the market that has been assigned with a higher priority than the priority assigned to the remaining markets, and this price shall be determined as the reference price. 4/ if on a given date in an organised market determined according to the principles described in point 3, the price determined as the reference price has not been calculated, the market value of the securities described in point 3 shall be calculated on the basis of such a reference price calculated on that date in another organised market in which these securities are traded, and if such a price was calculated on that date in more than one market, the reference price shall be calculated on the basis of the price in that market that has been assigned with a higher priority than the priority assigned to the remaining markets;

6 5/ if on a given date the price determined as the reference price has not been calculated on any of the organised markets where the trading of securities, described in point 1, is performed, then the market value shall be calculated on the basis of the last reference price from that market where this reference price was calculated at the latest time, and should this condition be met in more than one organised market, then the reference price shall be calculated on the basis of the last such reference price from the market that has been assigned with a higher priority than the priority assigned to the remaining markets. 2. Priorities assigned to individual organised markets and prices determined as reference prices for the purposes of calculating the market value of securities are described in Appendix 2 of the Rules herein. 3. The market value of securities, whose price has been determined as the reference price and defined as a percentage, shall be equal to the product of their current nominal value multiplied by the price calculated according to the provisions of subpara. 1, increased by the value of cumulated interest calculated on the date that their market price has been calculated, unless the entity managing the organised market or the issuer directly or indirectly delivers KDPW_CCP information indicating this value. However, it shall be assumed that the market value of securities on a date not being a trading date or a session date on any organised market in which these securities are traded, shall be equal to the market value calculated on the last trading date or a session date in such a market. 4. If on a given date, in connection with a change in the nominal value of securities, whose price, determined as the reference price, is not defined as a percentage, an exchange operation was performed in KDPW where these securities were exchanged for securities with a new nominal value, their market value on that date shall be calculated according to the price determined as the reference price in accordance with the principles of subpara. 1 and 2; for the purposes of calculating this value, this price shall be multiplied by the product, where the numerator is the new nominal value and the denominator is the previous nominal value. 5. the market value of securities not traded in any organised market shall be calculated according to the following principles: 1/ the market value of Treasury bills shall be calculated according to rules applied by the National Bank of Poland when determining the market value of Treasury bills that are used as loans executed within the securities registration system managed by the National Bank of Poland, as well as used as collateral for these loans; 2/ the market value of securities which have been excluded from trading in an organised market, or whose trading in such a market has been terminated for other reasons, shall be calculated according to the principles described in subparas. 1-4, subject to the provision that if these securities were traded in more than one organised market and their exclusion from trading in these markets took place at different dates, their market value shall be calculated on the basis of the last price from the market where trading was terminated last, which shall then be the reference price. 3/ for subscription rights, which are not included in the provisions of point 2 above, the market value shall be deemed to be zero. 4/ the market value of other securities shall be calculated, respectively, according to their issue price, or according to their average issue prices weighted by the number of securities registered in the depository in separate issues; if the issue price cannot be determined, then their nominal value is used for the calculation. 6. If the market value of the securities, calculated according to the principles described in subparas. 1-5 is expressed in a foreign currency, this value shall be converted into Polish currency by applying the current average foreign exchange rate published by the National Bank of Poland.

7 7. For the purposes of applying the provisions of subpara. 1-5, it shall be assumed that an organised market is a regulated market or an alternative trading system, on condition that these are managed by an entity or entities being parties to an agreement, described in 7 subpara. 1, concluded with KDPW and being in force on the date that the market value of the securities is to be calculated, as well as the electronic Treasury securities market managed by BondSpot S.A. on the basis of an agreement with the Minister of Finance Conditions that need to be met by a stock exchange operator, an over-the-counter market operator, or an alternative trading system operator in connection with the settlement of transactions executed on markets operated by those entities, shall be defined in agreements concluded between those operators and KDPW. 2. The conditions that need to be met by an entity entitled to clear transactions executed in trading in financial instruments, which is not a direct participant, in connection with the delivery by that entity of settlement instructions to KDPW, settlement instructions referred to in 51, point 2, shall be defined in the agreement concluded by that entity with KDPW. 7a The KDPW Management Board may discontinue the application of certain provisions of instruments issued on the basis of these Rules and, with the approval of the KDPW Supervisory Board, of certain provisions of these Rules regulating the operation of the depository system, with respect to securities issued outside the territory of the Republic of Poland, or with respect to the issuer of such securities, where such provisions cannot be applied due to the applicable provisions of foreign law or procedures applied by the entity referred to in 40, subpara. 6, which manages specific registration accounts for KDPW, on which these securities have been registered. 7b Where performing an operation in the depository system, including performing settlement, described in 50, or the management of corporate actions for those entitled to rights in securities, requires an amount expressed in a foreign currency to be converted to Polish currency, or vice versa, such conversion shall be made using the current average exchange rate published by the National Bank of Poland. 7c 1. KDPW shall not be obliged to provide compensation for damage or harm resulting in loss of any gains, which a party would have been able to obtain had the damage or harm been avoided, unless the damage or harm was intentional, or the result of negligence on the part of KDPW. 2. KDPW shall not be liable for any damage or harm caused to participants as a result of any action, or failure to perform, or for any other events or legal consequences in relation to: 1/ entities, described in 40, subpara. 6, which manage registration accounts for KDPW, on which securities are registered that are at the same time registered in the Depository, or, 2/ indirect intermediaries, where the entities described in 40, subpara. 6 keep or through which they register such securities,

8 unless KDPW for reasons of intent, or gross negligence, has caused such damage or harm to occur. In the latter case, KDPW shall be liable for the damage or harm to the extent that it is the natural consequence of its wrongful actions, or negligence, subject to the provisions of subpara If in the event of the occurrence of damage or harm, described in subpara. 2, KDPW shall receive compensation from the entity described in 40, subpara. 6, or from another source, this compensation will be apportioned between participants, on a pro-rata basis according to the level of their loss as a result of the damage or harm. If the event or legal consequences, referred to in subpara. 2, shall also lead to losses affecting the assets of KDPW, the aforementioned compensation shall also be used to reimburse those losses, while maintaining the pro-rata principle described in the previous sentence. 4. KDPW may, in cooperation with the participant, or participants who suffered the damage or harm described in subpara. 2, take steps aimed at restitution for the damage or harm from the entity described in 40, subpara. 6, if these steps are justified in the light of circumstances in a given case and participants who apply for such action agree to cover all costs and expenses incurred in the process. 7d 1. In instances where the damage or harm, described in 7c subpara. 2, for which KDPW is not liable, consists of a permanent inability to access securities registered on accounts managed in KDPW for participants, or consists of a permanent inability to access cash owed to or transferred by participants, and there is no method available for determining with certainty which entity was the owner, or which is entity owed securities or cash that cannot be accessed, in particular because beneficial owners cannot be identified at the level of the intermediary, or intermediaries, described in 7c subpara. 2, then the following principles shall apply where appropriate: 1/ it shall be agreed that the damage or harm consisting of the permanent inability to access securities assigned a given code has been suffered by all participants on whose accounts the securities assigned the given code were registered in KDPW, on a pro-rata basis in relation to the balances on the accounts of those participants at the end of the day, on which KDPW determined the information on the existence and scale of the damage or harm; in such instances, KDPW shall immediately inform direct participants, as well as the regulated market operator, or alternative trading system operator for those securities, about having accepted information about the damage or harm, and shall cease processing settlement involving the transfer of securities assigned with this code from accounts, or onto the accounts of KDPW managed by the entity described in 40, subpara. 6, until such a time that a specific reduction in the number of securities assigned with this code can be carried out on the accounts managed for participants; 2/ it shall be agreed that the damage or harm consisting of the permanent inability to access cash transferred by participants has been suffered by each of those participants, on a pro-rata basis to the cash amounts they transferred; 3/ it shall be agreed that the damage or harm consisting of the permanent inability to access cash owed to participants for a specific purpose has been suffered by each of those participants, on a pro-rata basis to the cash amounts they are owed; 2. A permanent inability to access securities or cash, described in subpara. 1 shall mean a lack of access resulting from the loss, unauthorised use, destruction, void status, cancellation, forgery, expropriation, confiscation relating to securities, or cash, or for other reasons, when circumstances reflect that the inability to access the securities or cash is not of a temporary nature. 3. In instances described in subpara1, point 1, the reduction of the number of securities on the accounts

9 managed for participants shall be carried out as the final operation on the day that KDPW determined the information on the existence and scale of the damage or harm. 7e 1. KDPW shall not be obliged to enter into any agreements or establish any other legal relations with foreign tax authorities or other foreign administration bodies, and neither shall it be obliged to disclose any information to such authorities or bodies unless such disclosure is required under the law applicable in the Republic of Poland. 2. KDPW shall not have any liability for any loss caused by any action or negligence of authorities or bodies referred to in subpara. 1 or any remedies applied by them including unfavourable rules of taxation on income or assets resulting from KDPW not entering into an agreement or not establishing other legal relations with such authorities or bodies or resulting from non-disclosure of information to such authorities or bodies by KDPW unless the law applicable in the Republic of Poland requires KDPW in the given case to disclose specific information to such authorities or bodies. CHAPTER II PARTICIPATION IN KDPW 8 The following entities may become participants in the depository system on the basis of a participation agreement: 1/ entities entitled to keep securities accounts and omnibus securities accounts, 2/entities that do not keep securities accounts or omnibus securities accounts but are entitled to carry out brokerage activities, including foreign investment companies, where their participation aims to interact with KDPW within the scope of the activities referred to in 1 subpara. 2 of these Rules, 3/ other financial institutions, in particular, banks, insurance companies, pension fund corporations and trust fund corporations, if they invest funds in the securities market using their own account, 4/ entities for which omnibus securities accounts may be kept, referred to in Article 8a subpara. 2 of the Law on trading in financial instruments, 5/ corporate entities or other organisational units domiciled outside the territory of the Republic of Poland, subject to the provisions of 16, which: a/ perform activities relating to the central registration of securities but are not authorised to hold omnibus securities accounts, or b/ perform activities relating to the clearing of transactions executed as part of securities trading, 6/ entities operating a clearing house or a settlement institution for transactions executed as part of

10 trading in financial instruments, 7/ issuers of securities On the basis of a participation agreement, entities described in 8, points 1-3 and 5 may become a direct or indirect participant. The entities described in 8 points 4 and 6 may only become direct participants. 1a. In relation to securities registered on depository accounts managed by settlement agents, the entities described in 8, Point 1 may only become indirect participants. 2. A direct participant interacts independently with KDPW and with other participants, subject to the provisions of subpara An indirect participant interacts with KDPW and with other participants by using a direct participant as intermediary. 4. In instances defined herein, a direct participant may use another direct participant as intermediary. 10 The participation agreement shall indicate the activities that need to be performed by the participant in the depository system, in particular by specifying the type or types of participant status granted to the participant as part of the types of activities performed by that participant in the financial markets, according to the classification contained in 11 subparas The types of participant status available to direct participants performing brokerage activities, subject to the provisions of subpara. 2 and 3, are defined as follows: 1/ Brokerage Office: for participants that perform brokerage activities through the execution of securities purchase or sale orders on behalf of clients and keep securities accounts on behalf of clients, or omnibus securities accounts; 2/ Brokerage Office-own account: for participants that as part of their brokerage activities, purchases and sells securities on their own account and manages securities accounts for their own securities; 3/ Depositor-Brokerage Office: for participants who do not keep securities accounts as part of their brokerage activities, however, perform activities involving the execution of securities purchase or sale orders on behalf of clients, or perform other activities where KDPW manages the securities account for their own securities; 4/ Repealed 5/ Repealed 6/ Repealed 7/ Lead Manager: for participants who, as part of their brokerage activities, keep a register of owners holding pre-defined securities purchased on the primary market or in an initial public offering, or

11 keep a register described in Article 6 subpara. 1 of the Law on trading in financial instruments; 8/ Representative (settlement agent): for participants, who: a/ as part of an agreement with another participant, who is an indirect participant in the given scope, represents that indirect participant in the scope of transaction settlement and the performance of other operations by KDPW on behalf of that indirect participant or on behalf of those entities entitled to securities registered on securities accounts or omnibus securities accounts managed by that participant, or b/ as part of an agreement with an entity that is not a participant, gives consent that its depository account managed in KDPW may be used to perform the settlement of transactions executed by that entity and maintains a securities account for that entity, 2. The types of participant status available to direct participants performing custody or brokerage activities, that includes managing securities accounts or omnibus securities accounts, however that does not include the execution in the Republic of Poland of securities purchase or sale orders on behalf of clients, are defined as follows: 1/ Custodian: for participants who manage securities accounts for clients, or omnibus securities accounts; 2/ Custodian-own account: for participants who keep securities accounts for their own securities; 3/ Repealed 4/ Lead Manager: for participants who, keep a register of owners holding pre-defined securities purchased on the primary market or in an initial public offering, or keep a register described in Article 6 subpara. 1 of the Law on trading in financial instruments; 5/ Representative (settlement agent): for participants, who: a/ as part of an agreement with another participant, who is an indirect participant in the given scope, represents that indirect participant in the scope of transaction settlement and the performance of other operations by KDPW on behalf of that indirect participant or on behalf of those entities entitled to securities registered on securities accounts or omnibus securities accounts managed by that participant, or b/ as part of an agreement with an entity that is not a participant, gives consent that its depository account managed in KDPW may be used to perform the settlement of transactions executed by that entity and maintains a securities account for that entity, 6/ Repealed 3. The type of participant status available to direct participants holding an omnibus securities account kept in KDPW and performing, outside the territory of the Republic of Poland, activities relating to registration for other entities of securities registered in such account shall be Foreign Custodian. 3a. The type of participation status available to direct participants acting as settlement agent, which following the conclusion of an agreement with another indirect or direct participant manage for that participant a depository account, or represent them within the scope of the registration of transaction settlement positions performed by a settlement agent on dedicated registration

12 accounts separated for this purpose and managed by KDPW, is settlement agent. For positions registered on such separate registration accounts, participants managing securities accounts or omnibus securities accounts linked to these accounts, may only enter into relations with KDPW through a direct participant holding this type of participation status. 4. The types of participant status available to direct participants performing activities other than those described in subparas. 1, 2 3 and 3a, who entrust KDPW with the management of securities accounts for their own securities, including if this takes place in relation to their management of a clearing house, or to the execution by a bank of securities purchase or sale orders on behalf of clients on the basis of Art. 70, subpara. 2, point 1 of the Law on Trading in Financial Instruments, is Depositor; 5. The type of participant status available to entities issuing securities registered in the depository is that of issuer. 11a 1. Granting more than one entity the participation type of Representative, where the represented entity is to be the same direct participant, first requires the represented indirect participant to indicate to KDPW which of the entities is to act as principal clearing member in this respect. This indication may only be changed by at least prior two-weeks notice sent to KDPW by the indirect participant. The indication shall cease to be valid at the moment that the participation of the entity being indicated itself ceases within a given type of participation status, however, if this should still leave more than one entity representing the same indirect participant, cessation of participation in this respect cannot take place prior to a new indication of an entity by the indirect participant. 2. In cases where there is more than one entity with the participation type of Representative, where the represented entity is to be the same indirect participant, then in order to determine which of them is the representative of the direct participant for the settlement of specific transactions, shall take place according to the contents of the settlement instructions delivered to KDPW relating to those transactions, and in the event that these instructions do not indicate the designated representative in this scope, then it shall be deemed that the designated representative will be the entity indicated according to the principles of subpara. 1 as principal representative. 3. Where the represented entity is to be the same indirect participant, in cases where the participation type of Representative is to be, or has been granted to a single entity, however, in the scope of various types of activities performed by that entity, determined according to the provisions of 11 subpara. 1-4, the provisions of subparas 1 and 2 shall apply accordingly. 4. For the participation type of Representative, relating to transactions executed in the market involving financial instruments that are not derivatives by the same entity that is not a participant, there cannot exist different participants, or even the same participant, but rather within different types of activities performed by that participant, determined according to the provisions of 11 subpara A direct participant which does not keep securities accounts and has not signed an agreement referred to in 4 subpara. 1 with KDPW may operate in the depository system via another direct participant which

13 is a party to such agreement, hereinafter account operator. 2. A direct participant may appoint an account operator by providing KDPW with a relevant written declaration to which the participant should attach: 1/ a power of attorney granted to the account operator to submit and receive on behalf of the direct participant, in relations with KDPW and other participants, declarations of will on matters relating to its participation in the depository system where such declarations may, or should be made in electronic form, in particular to submit and revoke instructions which, once executed, cause an omnibus securities account or a securities account managed in KDPW for the principal to be credited or debited or the participant s cash account relevant to the principal to be credited or debited. 2/ a document containing authorisation for the account operator to submit and receive, on behalf of and with binding effect to the direct participant, declarations other than declarations of will which may or should be sent in electronic form. Appointment of an account operator shall require the written consent of the participant to perform such function giving in writing to KDPW. 3. If an account operator is appointed, declarations of will and other information submitted in electronic form: 1/ shall be submitted or provided by the direct participant only via the account operator if addressed to KDPW or to another participant or participants, 2/ shall be submitted or provided by other participants and KDPW only to the account operator if addressed to the direct participant which appointed the account operator. 4. An account operator may also provide, on behalf of the direct participant which appointed the account operator, information other than referred to in subpara. 3, as well as documents in form other than electronic form. However, the option for the account operator to submit, on behalf of the direct participant, declarations of will within a broader scope than referred to in subparas. 1 and 3 shall be explicitly indicated in the content of the power of attorney referred to in subpara. 2, first sentence, point Upon the delivery of a declaration of will or other information addressed to the direct participant to the account operator appointed by the direct participant in the manner defined in the agreement signed with it, referred to in 4 subpara. 1, it shall have the effect of delivery of such declaration or information to the direct participant provided for by regulations or the provisions of these Rules. 6. An account operator shall immediately provide the direct participant which appointed the account operator, in the manner agreed with it, with the content of declarations of will or information addressed to the participant which the account operator receives according to subpara. 3 point KDPW and participants shall not be required to verify in any way any information or documents provided by the account operator and designated as originating from the direct participant which appointed the account operator. The direct participant shall consider such information and documents as originating from itself. 8. Revocation of the power of attorney referred to in subpara. 2, first sentence, point 1 and the authorisation referred to in subpara. 2, first sentence, point 2 shall be effective to KDPW and other participants no earlier than the second day following the day on which the direct participant which is the principal informs KDPW thereof in a written declaration. 9. Revocation of the consent referred to in subpara. 2, second sentence by the account operator shall result in discontinuation of its performance of this function for the direct participant. This shall be effective

14 no earlier than the second day following the day on which the account operator provides KDPW with a relevant written declaration. 10. The provisions of subpara. 7 shall not apply to declarations of will submitted by an account operator on behalf of a direct participant on the basis of the power of attorney referred to in subpara. 2, first sentence, point Repealed 14 Repealed 15 Repealed 15a Repealed 16 Institutions domiciled abroad, which perform activities relating to the central registration of securities or clearing of securities transactions, which are not subject to supervision by the appropriate body supervising financial institutions in European Union member countries, European Economic Area agreement signatory countries, or OECD member countries, may also become participants, on condition that they obtain the consent of the Polish Financial Supervision Authority. The provisions of the Rules shall apply in matters arising from the participation of such institutions in the depository system provided that the participation agreement with the particular institution, concluded with the approval of the KDPW Supervisory Board, does not contain any special provisions Any civil disputes concerning proprietary interests arising between participants, or between a participant and KDPW, in connection with participation in the depository system, shall be submitted to arbitration by the court of arbitration at KDPW. 2. Relationships between KDPW and participants under participation agreements shall be governed by the laws of the Republic of Poland.

15 18 1. The participation agreement shall be concluded two weeks after the submission of the relevant application to KDPW if the institution or body submitting the application fulfils the participation requirements specified by the law and by these Rules, and the application and supplementary appended documentation meet the formal requirements specified herein. The participation agreement may be concluded prior to the date defined in the previous sentence. 1a. In circumstances where the submitted application, or documents appended to it require completion, or amendment, the deadline described in subpara. 1 shall start on the day on which the entity seeking to conclude a participation agreement performed the relevant completion or amendment. In such cases, KDPW shall prepare information about the scope of the necessary completion or amendments within two weeks of the day of receipt of the application, and shall without delay send this information to the entity applying for participation. 2. The provisions of subparas. 1 and 1a shall apply accordingly to amendments to participation agreements Applications for a participation agreement, relating to participation in a scope other than that set out in 11 subpara. 5, should contain the following: 1/ the type of participant status being applied for; 2/ an indication, according to the classification defined in 11 subparas. 1-4, of the type of activities the applicant intends to perform as participant within the depository system and the type or types of participant status being applied for as part of the performance of these activities, and in addition, if the participation type of representative or settlement agent have been selected, to indicate, respectively, the participant or the entity that is not a participant, for whom the applicant intends to act within this scope; 3/ an indication of the entity or entities that will perform the activities of representative for the applicant, as well as the scope of related responsibilities if the applicant applies for indirect participant status; 2. If the applicant is seeking to obtain direct participation, the application should contain a declaration stating that the applicant has understood the rules presented on the KDPW website relating to sending and receiving declarations and information in electronic form, applied in relations between KDPW and direct participants, and has understood the terms and conditions which need to be met by that applicant according to the provisions of 24 subpara The provisions of subpara. 2 shall not apply to an applicant seeking to obtain participation in a scope relating to holding an omnibus securities account or a securities account kept in KDPW and intending to operate in the depository system via an account operator. In that case, the application should contain a declaration concerning appointment of a specific direct participant as the applicant s account operator. 4. If the applicant is seeking to obtain the type of participant status of Foreign Custodian, the application should contain a declaration stating that the applicant is familiar with the provisions of Articles 3, 4a and 30b of the Personal Income Tax Law of 26 July 1991 (Dziennik Ustaw - Journal of Laws from 2010, No. 51, item 307, as amended) and is aware that natural persons who are payers of the personal income tax are obliged to provide Polish tax authorities with tax returns indicating the amount of gain (loss) earned by them in the tax year from sale of securities for a price and exercise of rights from securities referred to in

16 Article 3 point 1 item (b) of the Law on trading in financial instruments, and that the provisions of the Personal Income Tax Law of 26 July 1991 impose the obligation on such taxpayers to pay income tax on such gain The application for a participant agreement, described in 19 subpara. 1, shall include: 1/ a copy of the company statute, or articles of association and a valid copy or excerpts from the relevant company register; 2/ a copy of their brokerage licence or licences to conduct other activities related to securities trading or registration, if such licences are required by separate legal regulations, while for foreign investment companies conducting brokerage activities on the territory of the Republic of Poland an additional declaration showing that conditions have arisen to allow them to begin performing brokerage activities in the territory of the Republic of Poland, defined in Article 117(3), second sentence, of the Law on trading in financial instruments, or a document from the Polish Financial Supervision Authority (KNF), or a department of the Polish Financial Supervision Authority, confirming that the Authority has received from the appropriate foreign supervisory body notification on the intention to begin performing brokerage activities in the Republic of Poland by that foreign investment company, indicating the date when this notification was received, 3/ cards with specimen signatures of the applicant s authorised representatives, as well as copies of power-of-attorney documents in instances where the right to represent the applicant by those persons submitting a specimen signature on the specimen signature card does not derive from the documents specified in point 1; 4/ cards with specimen signatures of persons authorised to make and receive declarations from KDPW on behalf of the applicant, these declarations not being declarations of intent; 5/ an information card containing addresses for deliveries as well as a list of staff employed in posts involving securities trading-related activities, that includes their positions, telephone/facsimile numbers as well as addresses; 6/ a declaration giving consent to arbitration by the arbitration court at KDPW, 7/ a declaration indicating the number or numbers of bank accounts managed in the settlement bank and, in the case and within the scope referred to in Article 48 subpara. 4a, managed in TARGET2, used to process payments referred to in Article 48 subpara. 1 connected to the applicant s participation in the depository system. 2. Applicants for participation status as entities keeping securities accounts or omnibus securities accounts, shall also include the following: 1/ a document containing a description of the principles and methods of managing a securities registry by the applicant, including rules for making entries on securities accounts or omnibus securities accounts, as well as containing an internal plan of registration accounts, 2/ a document containing the principles the applicant has adopted for maintaining the continuity and safety of operations related to securities registration, including operations related to making entries by the applicant on securities accounts and omnibus securities accounts 3/ a list of persons to be employed by the applicant to mange securities accounting registration,

17 containing a description of their qualifications and current experience in this field, or containing other information confirming that these persons have the required knowledge of the principles for performing this securities accounting and of practical experience of the same. 2a. The provisions of subpara. 2 shall apply respectively to applicants seeking the participation type of settlement agent for direct or indirect participants, whereas the documents presented, as described in subpara. 2, Points 1 and 2 should relate to the registration of securities on depository accounts, which are to be managed within the scope of this participation type. This applicant shall also include the general rules of the settlement agent system they are managing, as described in Art. 68b, subpara. 3 of the Law on Trading in Financial Instruments, as well as a document confirming their approval by the Polish Financial Supervision Authority. Repealed 3a. The acceptance of the application for the conclusion of a participation agreement for the participation type of settlement agent for an indirect or direct participant is conditional on KDPW receiving a written declaration from that participant, confirming the conclusion of an agreement with the applicant, where this agreement provides for the applicant managing a depository account for the participant on condition of receipt by the applicant of the status of participant in the depository system in that participation type, as well as containing unconditional authorisation for the applicant to send instructions resulting in entries to be made on separate registration accounts, described in 11, subpara. 3a and managed for participants, and to receive statements relating to these accounts. 3b. In the event of the termination of the agreement concluded between the indirect or direct participant, and the participant with the participation type of settlement agent, on the basis of which the latter participant manages a depository account for the indirect or direct participant, or in the event of the termination of the participation agreement concluded with a participant with the participation type of settlement agent for an indirect or direct participant, depending on which of these events takes place first, the indirect or direct participant shall be obliged immediately to ensure the transfer of the securities registered on separate registration accounts, described in 11, subpara. 3a, onto other registration accounts managed for that participant in KDPW. In the event that this obligation is not fulfilled by the participant, this transfer may be performed by KDPW. Repealed 5. The documents referred to in subpara. 2 points 1 and 2, should contain information, whose scope is defined in a resolution of the KDPW Management Board, and should be signed according to the applicant s representation rules. 6. In instances where the information contained in the documents described in subpara. 2 points 1, 2 and 3 give rise to uncertainty as to whether the applicant is able to ensure the safe and secure management of a securities registry, as set out in the appropriate regulations, KDPW shall inform the applicant of this fact. In such circumstances, the participation agreement, in as far as it relates to the provisions of subpara. 2, may be concluded with the applicant following the appropriate amendments being made to those documents by the applicant and their being resent to KDPW, or following clarification by the participant of the uncertainties in another manner, in particular by means of a written declaration sent to KDPW. 21 Rights arising from the participation agreement, which relate to participation types for direct participants, may only be transferred to another direct participant.

18 22 1. Applications for a participation agreement relating to the participant status referred to in 11 subpara. 5, submitted by issuers of securities should specify that the correct participation status is that of issuer. 2. Along with their application, subject to the provisions of subpara. 3, issuers shall submit a copy of the Articles of Association (Statute), or other legal document describing the issuer s corporate structure and organisation, a copy or excerpts from the relevant register, cards with specimen signatures and copies of power-of-attorney documents, referred to in 20 subpara. 1 point 3, as well as the declaration referred to in 20 subpara. 1 point In instances described in 40, subpara. 6, a copy or excerpt from the relevant official or court register, where the issuer is obliged to be entered in such a register, a copy of the company statute or other such document defining the structure and nature of the issuer s company, as well as the declaration referred to 20, subpara. 1 item 6 should all be submitted with the application The KDPW Management Board may require, by way of resolution, that a participant provide information necessary to assess whether or not it meets the requirements of participation. 2. Participants shall be obliged to notify KDPW without delay of any changes in the information contained in the documents provided by the participant together with the application for concluding a participation agreement and of any events, which may bear a negative impact on the performance of responsibilities arising from participation in the depository system. 3. Participants managing securities accounts or omnibus securities accounts, shall in addition be obliged to update the content of the documents, described in 20, subpara. 2 point 1 and 2, according to changes in the principles of registering securities defined in the appropriate regulations, or introduced on the basis of those regulations by a resolution of the KDPW Management Board; participants shall be further obliged to provide KDPW with updated versions of those documents in every case where changes will require their update, without delay following the day of the introduction of these changes, not later however than 10 days from that day. The provisions of the previous sentence shall apply accordingly in instances where the contents of the document, described in 20, subpara 2, point 1 or 2, which was submitted to KDPW, has become invalid for other reasons. 4. The provisions of subpara. 3 shall apply accordingly to participants with the participation type of settlement agent for indirect and direct participants Direct participants shall meet the appropriate material and technical requirements or, if they do not keep securities accounts, have an appointed account operator. Repealed 3. Meeting the appropriate material and technical requirements shall mean the participant maintaining technical and technological equipment, which ensures the participant is able to connect with the IT system of KDPW used to manage the depository system, ensuring that documents can be safely sent to and received from that system in electronic form. 4. Meeting the appropriate material and technical requirements by a participant managing securities

19 accounts or omnibus securities accounts shall in addition mean maintaining technical and technological equipment, which ensures at minimum that entries may be made in these securities accounts, that information on these entries may be processed and archived, and that the contents of documents, on the basis of which the entries were made, may be reproduced, while meeting the appropriate requirements arising from the provisions of the Law on Trading in financial instruments, as well as executive instruments derived from this legislation, and arising from the rules and resolutions of the KDPW Management Board issued on the basis of the legislation. 5. The requirement to meet the material and technical requirements, as described in subpara. 4, shall also apply to direct participants managing depository accounts with the participation type of settlement agent for indirect and direct participants, as well as applying for indirect participants managing securities accounts or omnibus securities accounts. 25 [Repealed] 26 [Repealed] 27 [Repealed] 27a [Repealed] 28 [Repealed] 29 [Repealed] 30 [Repealed] 30a 1. Participants shall be obliged to provide KDPW with information indicating those sale transactions executed by them without a client order, or those whose details do not correspond to a correct client order, where when these transactions are cleared, it leads to a temporary divergence between the balances on the registration accounts managed for the participant by KDPW, and the balances on the corresponding securities accounts or omnibus securities accounts, as well as information indicating how such discrepancies are to be corrected. 2. The information referred to in subpara. 1 shall be provided to KDPW on a monthly basis, not later than

20 five days prior to the end of the month for which the information has been prepared. 31 [Repealed] 32 [Repealed] Participants keeping securities accounts or omnibus securities accounts, as well as participants acting as settlement agents for a direct or indirect participant, shall be obliged to employ persons who have obtained the title of securities registration specialist having taken the appropriate examinations. 2. The number of specialists employed by a participant should be adequate for the extent and nature of its activities. The relevant requirements, as well as examination procedures, are described in provisions issued on the basis of these Rules. 33a 1. Direct participants keeping securities accounts or omnibus securities accounts shall be obliged at least once every calendar year to take part in tests as part of the System for Maintaining Business Continuity, organised by KDPW. Other direct participants may take part in such tests. 2. The System for Maintaining Business Continuity shall mean technical and organisational processes created in KDPW in order to maintain operational continuity, or the fastest possible recovery of the key business processes performed by the depository system, in the event that these are disrupted as a result of the inability to use the IT processing systems located in the main National Depository site, or as a result of this site being unavailable for processing. 3. KDPW shall inform direct participants of the date or dates of the tests of the System for Maintaining Business Continuity in a given calendar year, with at least one month s advance notice. CHAPTER III ADMINISTRATION OF THE SECURITIES DEPOSITORY SECTION 1 REGISTRATION PRINCIPLES The administration of the securities depository by KDPW shall mean defining the rules of securities registration, including rules according to which entries on securities accounts or omnibus securities accounts managed by participants should be carried out, as well as performing other activities related to securities registration. 2. Participants managing securities accounts or omnibus securities accounts, as well as participants with

21 the participation type of settlement agent for indirect or direct participants, shall be obliged to conform to the rules of managing a securities register, as described in the Rules and in resolutions of the KDPW Management Board. 2a. A participant acting within the scope of its participation type of settlement agent for indirect or direct participants shall not open depository accounts prior to opening separate registration accounts, described in 11, subpara. 3a, in KDPW for those participants. 3. KDPW shall supervise the registration of securities by its participants to the extent that it complies with these Rules and provisions of the resolutions of the KDPW Management Board, and within the scope described in subpara. 1, with the provisions of law Registration of securities shall mean the activities performed by KDPW and its participants for the purpose of registering: 1/ balances of securities holdings; 2/ changes in securities holdings as a result of settlement performed by KDPW, and 3/ effects of operations on securities. 2. Registration of securities is carried out through the use of registration accounts. 3. Registration accounts shall mean registration facilities used for recording securities registered on depository accounts, omnibus securities accounts and securities accounts. 4. Registration accounts managed in KDPW for direct participants describe: 1/ the participation type within a given type of activity, determined according to the classification defined in 11, subpara. 1-4, within which the specific registration accounts are managed; a group of accounts defined in this manner shall be known henceforth as a formal account, 2/ attributes defined in the depository system, subject to the provisions of 39, subparas. 2-4, by a direct participant in order to define the use of a specific registration account, or in order to segregate securities registered on this account; a group of accounts defined in this manner shall be known henceforth as an entity account, 5. In order to begin the management of registration accounts in KDPW for direct participants with the specific participation type and type of activities performed, determined according to the provisions of 11, subpara. 1-4, requires the definition in the depositor system of the attributes described in subpara. 4, point 1, which shall be known henceforth as opening a formal account. 6. The commencement of the management of separate registration accounts, as described in 11, subpara. 3a for indirect or direct participants shall take place together with the opening of a formal account for a participant with the participation type of settlement agent for that direct or indirect participant Registration of securities shall be carried out as expressions of quantity, according to the following principles: 1/ double-entry bookkeeping, subject to the provisions of subpara. 2, second sentence,

22 2/ separate registration of securities, 3/ classification by types of participant status, 4/ simultaneous registration, 5/ completeness, 6/ integrity, 7/ transparency. 2. The principle of double-entry bookkeeping means that each operation relating to securities should be recorded in at least two registration accounts, and any record or sum of records on one account or accounts side should be accompanied by a record of equal value on the opposite side of another account or accounts. The principle of double-entry bookkeeping may be waived: a/ by KDPW - in instances, justified by procedures for executing transactions settled by KDPW; in such cases, records can be made in one account in KDPW, however the principle described in the first sentence shall apply accordingly. b/ by participants where the chronological order of all entries made in securities accounts and omnibus securities accounts managed by participants is applied and not applying the double-entry rule does not lead to the breach of other rules governing securities registration. 3. The principle of separate registration of securities means that all operations relating to securities are registered in separate registration accounts, managed for securities marked with the same securities code number. 4. The principle of classification by types of participant status means that in the securities register, separate registration accounts are created, which correspond to specific types of participant status assigned to a participant as part of specific activities performed by that participant, according to the classification described in 11 subparas The principle of simultaneous registration shall mean that operations relating to securities need to be registered on securities accounts and omnibus securities accounts managed by participants on the day these operations are registered on the appropriate registration accounts managed for the participant in KDPW, on the basis of documents confirming their registration on these registration accounts. The principle described in the first sentence shall also apply to the registration of operations on securities accounts and omnibus securities accounts that correspond to depository accounts managed by a participant with the participation type of settlement agent, and apply to separate registration accounts described in 11, subpara. 3a, managed in KDPW for a participant managing these securities accounts, with the proviso, however, that entries arising following transactions that are settled by a participant with the participation type of settlement agent shall be performed not earlier than following the receipt of documents provided by that participant, confirming transaction settlement. For participants acting as settlement agents, the principle of simultaneous registration shall mean that entries on depository accounts managed by that participant should at the end of each day be reconciled with the entries on the separate registration accounts, described in 11, subpara. 3a, managed in KDPW for participants being holders of these depository accounts. 6. The principle of completeness means that all operations relating to securities should be registered. 7. The principle of integrity requires the making of full and accurate records of operations involving securities. 8. The principle of transparency means that records should both clearly and unequivocally reflect the

23 securities holdings of persons entitled to them The supervision referred to in 34 subpara. 3 shall be carried out by way of analysing: 1/ daily reports, which participants shall be obliged to provide KDPW conforming to a structure, form and manner defined in resolutions of the KDPW Management Board, showing consolidated securities holdings arising from the register managed by participants, and in the case of participants acting as settlement agents aggregated positions on depository accounts managed by them. 2/ information provided by participants in accordance with the provisions of 30a, 3/ other documents and information relating to the securities register managed by participants, provided to KDPW on the basis of the provisions of these Rules, or resolutions of the KDPW Management Board. 1a. The supervision referred to in 34 subpara. 3 shall also be performed by means of on-site inspections at the organisational offices of the participant, carried out by persons so-authorised by KDPW, in particular in instances where following an analysis performed according to the provisions described in subpara. 1, inaccuracies were confirmed in the manner in which the participant was managing the securities register, which, owing to their scale, frequency or long-term nature, may be deemed a risk to the safety of the securities depository system. 1b. A participant acting as settlement agent shall be obliged constantly to monitor the balance of the depository accounts managed by that participant, ensuring that they are reconciled with the corresponding securities accounts and omnibus securities accounts managed by their holders. 2. Prior to commencing an audit, the inspector shall be obliged to show the manager of the department, or person authorised by the manager the relevant authorisation allowing for the audit to be performed. 3. In the course of performing the audit, inspectors shall have the right of access to documentation kept in the department being inspected and the right to obtain information from the department s staff. All declarations made by persons who provide information should be recorded in writing. 4. The results of the audit shall be presented in a report, drawn up immediately on completion of the audit. The report shall be signed by the inspectors as well as the manager of the department under inspection or a person authorised by the manager. The manager of the inspected department shall have the right to express objections as regards to the content of the report and such objections shall be included in the report. 5. The findings presented in the inspection report referred to in subpara. 4 may serve as grounds for issuing post-inspection decisions and recommendations, as well as grounds for a resolution by the KDPW Management Board concerning the participation in the depository system of the entity having undergone the inspection. 38 KDPW shall immediately notify the Polish Financial Supervision Authority of any irregularities in participant s dealings discovered in the course of an audit. 38a 1. At the request of KDPW, a participant acting as settlement agent shall be obliged to suspend the

24 management of a depository account managed on behalf of an indirect or direct participant, indicated in the request, for the period indicated in that request. During this period, this depository account managed for the aforementioned participant may only be used to make entries, which may be warranted by events that took place prior to the receipt by the participant acting as settlement agent of such a request from KDPW. 2. The demand, described in subpara. 1, may be made by KDPW in the event of any major irregularities in the manner of the management of securities accounts or omnibus securities accounts by the participant, or major irregularities in the manner that entries are made on these securities accounts and that such actions significantly contravene or pose a risk to trading or to the interests of investors. 3. KDPW shall indicate in the demand, described in subpara. 1, the irregularities that form the basis of the demand sent to the participant. 4. A copy of the demand, described in subpara. 1, shall be sent to the Financial Supervision Commission for notification purposes Subject to the provisions of 40b, subpara. 1, the global amount of the securities marked with a given code number shall be registered in KDPW on a registration account called an issue account and simultaneously in registration accounts kept for participants, according to the number of securities registered by each participant in securities accounts, omnibus securities accounts and in the registers managed in the participation type Lead Manager, as well as according to the number of securities registered on securities accounts and omnibus securities accounts managed in KDPW. 2. KDPW shall record separately on registration accounts kept for each participant the following: 1/ securities registered for each participation type and for types of activities determined according to the provisions of 11 subpara. 1-4, however, subject to the provisions of Point 3, securities registered on depository accounts by a participant acting as settlement agent shall be registered in KDPW on separate registration accounts, described in 11, subpara. 3a, managed separately for indirect or direct participants that are holders of these depository accounts, 2/ Treasury securities registered on securities accounts managed by participants and owned by nonresident entities as defined by rules determining reporting requirements for trading in securities issued by the State Treasury, set out on the basis of provisions of the Law on trading in financial instruments, 2a/Treasury securities registered on omnibus securities accounts managed by participants, 3/ derivatives belonging to separate investors for which the participant manages derivatives accounts, if recording them takes place following the settlement of transactions that are cleared by KDPW_CCP. For such derivatives instruments, derivatives accounts managed by participants shall be mirrors of those accounts managed in KDPW (individual accounts), 4/ securities belonging to the State Treasury, registered on securities accounts managed by a participant, where that participant applies on the basis of the provisions of 92 subpara. 2 for KDPW to waive the fee for the safekeeping of these securities, 5/ for registration accounts kept for participants with the type of participant status of Foreign Custodian securities owned by legal persons and other organisational units with separate tax identity (payers of the corporate income tax) and securities owned by natural persons, including owned via partnerships or other ventures without separate tax identity (payers of the personal income tax), 6/ the opening of the individual account shall take place on the basis of an instruction sent by the

25 participant who intends to open a derivatives account, 7/ on the basis of the instruction described in subpara.6, KDPW shall assign the person for whom the participant intends to open a derivatives account, an individual identification number. If however the participant indicated in the instruction an individual identification number already held by that person, then the individual account opened on the basis of the instruction shall be assigned a number indicated by the participant. 3. For the exclusive purpose of processing the clearing of transactions, KDPW shall record separately on participants registration accounts securities related to those transactions. 4. Securities recorded on registration accounts managed in KDPW for participants may also be segregated according to other criteria, which may be defined by the KDPW Management Board in the form of a resolution. Such forms of segregation may be introduced exclusively in order to define the attributes assigned to entity accounts. SECTION 2 SECURITIES REGISTRATION 39a The registration of securities for safekeeping in the depository shall take place on the basis of an agreement with the issuer, however, securities described in 3, item 6 d/, as well as State Treasury bills in instances described in 40a, may be registered in the depository without the need for such an agreement Subject to the provisions of subparas. 4a, 5 and 6, the issuer shall include the following documents with the application to register securities in the securities depository: 1/ an issue letter relating to the securities issue and containing information concerning the securities being deposited, including their number and where appropriate, indicating the participant performing the role of lead manager or issue agent, described in 40b, subpara. 3, and the registration account managed for that participant in KDPW on which the securities concerned should be entered, 2/ documents specifying the legal status of the securities being registered, prepared according to the applicable legal regulations, 3/ documents providing the legal basis on which the securities were issued, 4/ documents that constitute the basis on which permission is granted to distribute the securities to those entitled by making entries in securities accounts or by means of omnibus securities accounts, 5/ for securities issued in accordance with the laws of a country other than the Republic of Poland a legal opinion issued by an entity authorised to issue such opinions, indicated by the applicant, indicating at the same time all the terms and conditions which need to be met for the issue to be successfully finalised and for the securities to be distributed to those so entitled, as described in point 4, as well as a document describing the basic principles of the exercise of rights from these

26 securities. 2. Fungible securities being deposited shall be given a securities code number that differs from the code numbers of other securities. Fungibility of securities means that they have been issued by the same issuer, give the same entitlements, and have the same status in trading. 3. Fungible securities from different issues may be marked with the same securities code number at their issuer s request. 3a. At the request of an issuer, securities admitted to the depository may be assigned a code which had previously been assigned to other securities, on condition that the securities admitted to the depository are fungible in relation to the securities already assigned this code. 4. The issue letter referred to in subpara. 1 shall be submitted separately for each set of securities being deposited under a separate securities code number and shall be signed by the issuer and by the participant performing the role of lead manager, or issue agent, where such a role is to be performed. 4a. An agreement for the registration of securities that are to be subject to dematerialisation in connection with their admission to trading in the regulated market, or introduction to the alternative trading system, may be concluded prior to these events taking place. In such cases, the registration of securities in the depository shall only take place on condition, respectively, of the admission of these securities to trading in the regulated stock exchange or off-exchange market, or their introduction to the alternative trading system, and after the provision of documents confirming this to KDPW. 4b. Repealed 5. In instances where securities issues of a given type, issued either as part of a continuous or repeated procedure performed by a specific issuer, are to be registered using a code number which has been previously assigned to securities of the same type issued by that issuer, the registration of subsequent securities with this same code, as well as reductions of the number of securities assigned with this code following the performance of rights incorporated in these securities, may only take place on the basis of documents sent to KDPW in electronic form by the direct participant taking part in these operations, on condition that the following conditions shall be met: 1/ Securities registered in this manner are issued on the basis of the same legal provisions, which define identical conditions for the performance of their issue and which shall not be subject to change during the period of the registration of these securities, 2/ Securities registered in this manner were included in the same notification document prepared in connection with their public offering, or application for having them admitted to trading in the regulated market, if the provisions of the Law on public offerings require the preparation of such a document. 3/ Registration by a court, or any other body is not required for the successful issue of securities that are subject to any subsequent registration in a securities depository, 4/ Together with the application for the conclusion of an agreement for the registration of securities, the issuer shall include documents authorising KDPW to register all subsequent issues in the same manner, 5/ Securities of all issues shall be fungible, 6/ A direct participant taking part as applicable, in a securities offering or actions leading to the cancellation of securities shall conclude an agreement with KDPW, referred to 4 subpara 1. 5a. In instances where an annex requiring the approval of the Polish Financial Supervision Authority was

27 appended to the notification document relating to securities registered in the manner described in subpara. 5, the issuer shall be obliged to prevent the participant taking part in the offering of these securities from sending electronic documents, which form the basis of their registration, for a period until the day following the day that the annex has been provided to KDPW, along with a copy of the decision of the Polish Financial Supervision Authority as regards its confirmation. 6. If the application for the conclusion of a registration agreement relates to securities registered with a pre-defined ID code by a legal entity or other institution performing, outside the territory of the Republic of Poland, the role of central securities register, and where the registration of such securities in the securities depository is to take place in connection with their registration on the relevant registration accounts managed for KDPW by that legal entity or other institution, or, as the case may be, by a financial institution which is entitled to manage such accounts and is classified, under the provisions of the Banking Act, as a credit institution, a branch of a domestic bank abroad or a foreign bank, the submission of a legal opinion, described in subpara. 1 point 5 shall not apply. The ID code assigned to these securities by KDPW shall correspond to the ID code used to register these securities by the legal entity or institution referred to in the preceding sentence. 6a. If the decisions of the formal governing bodies of an issuer, which is domiciled outside the territory of the Republic of Poland, that relate to an issue of shares, which are to be registered in the securities depository according to the principles described in subpara. 6, were taken in a period lasting longer than two years and preceding the date the application to conclude an agreement for their registration was submitted to KDPW, the issuer may append to that application, in place of documents that form the legal basis for the issues of these shares, a personal declaration indicating the dates that the decision was made by the formal governing bodies of the issuer to initiate these share issues and the number of shares successfully issued by that issuer on the basis of each such decision. This process does not however apply to those share issues which were still pending on the date the issuer submitted the application relating to the conclusion of an agreement for their registration in the securities depository. 7. In the event that the registration of securities referred to in subpara. 6 is discontinued by the legal entity or other institution outside the territory of the Republic of Poland performing the role of central securities register or that legal entity, institution or other financial institution referred to in subpara. 6 above closes the registration accounts managed for KDPW, the issuer shall be obliged to submit to KDPW without delay the documents referred to in 20 subpara. 1, Point 3, as well as any documents on the basis of which the possibility of continuing the registration of those securities in the securities depository may be determined. 40a 1. Treasury bills may be registered on registration accounts in KDPW, for which the central registration system is managed by the National Bank of Poland. 2. The registration of Treasury bills on a given registration account managed in KDPW shall take place at the request of a participant of the system, referred to in subpara. 1, following their transfer from that system onto the appropriate account managed in the National Bank of Poland for KDPW. In such instances, the agreement regulating the registration of securities in the central securities depository shall not be concluded and the provisions of 40 and 42 of these Rules shall not apply. 3. The registration of Treasury bills on registration accounts in KDPW shall last for the period that they remain registered on the appropriate account managed in the National Bank of Poland for KDPW. KDPW shall send to the National Bank of Poland a transfer order for the Treasury bills from KDPW account onto another account managed within the system, referred to in subpara. 1, on the basis of a registration

28 document sent by an authorised participant and in accordance with the contents of this document. The deregistration of Treasury bills from the registration account managed in KDPW performed as a result of such a transfer shall not be deemed a withdrawal of securities, referred in 85 subpara. 2 item 3 and 87 of these Rules. 40b 1. Subject to the provisions of subpara. 2, securities introduced to the Depository on the basis of an agreement with a participant, in the scope of which the registers applicable for the participation type of lead manager are not managed, shall be registered for the first time on a special registration account opened in KDPW for participants performing the responsibilities of issue agent for these securities, in connection with the participant performing this role. 2. The provisions of subpara. 1 shall not apply for securities registered in the Depository according to the provisions of 40 subpara. 5 or 6, or following the performance of a securities exchange operation, or following settlement by KDPW of transactions executed in primary trading. The KDPW Management Board may define other circumstances in which the provisions of subpara. 1 shall not apply, by means of a resolution. 3. The responsibilities of an issue agent shall consist of allocating securities to entitled entities in the form of entries on securities accounts or by means of omnibus securities accounts. In order to perform this role, the participant shall be obliged immediately to transfer the securities from a special registration account opened for that participant in the course of the participant s duties, onto the relevant registration account managed for the participant, or for other participants with the relevant forms of participation. 4. The responsibilities of the issue agent may only be performed by direct participants. Repealed 40c 41 In instances where, owing to the procedures carried out by KDPW in the performance of its functions of managing the depository system, entries are deliberately made in registration accounts prior to closure of a securities issue, the making of such entries shall be governed by the relevant provisions contained herein on the admitting of securities to the depository. In this instance the issue letter shall specify the maximum number of securities to be issued Each application for changing the method of registering securities that have already been deposited shall be accompanied by an issue letter containing the suggested changes. 2. In the event of the change of any data relating to securities issues covered by an issue letter submitted earlier to KDPW, the issuer shall be obliged to submit an annex to that issue letter. 43

29 1. KDPW shall, at the request of the issuer, assign a joint securities code number to convertible securities previously recorded under different code numbers (assimilation). 2. With the request referred to in subpara. 1, the issuer shall include documents to establish whether permission may be granted for such an assimilation. 3. The assimilation shall be carried out by way of a resolution of the KDPW Management Board on a date agreed with the issuer. Notification concerning the assimilation date shall be sent to participants, as well as to the regulated market operator, where the securities to be assimilated are traded, or the operator of the alternative trading system where they are traded. 4. Assimilated securities shall bear the same securities code number starting from the assimilation date. 5. The decision to perform an assimilation may not be carried out before all of the securities being assigned a joint securities code number actually obtain the same status with respect to their trading. 6. Assimilation of securities referred to above in 40 subpara. 6, shall be performed on the basis of information on executing the relevant operation in the relevant registration system of a legal entity or other institution outside the territory of the Republic of Poland, performing the role of central securities register, subject to the provisions of subpara Changes to rights in securities or their status with respect to their trading that relate to only certain securities denoted by a given securities code number may only bring about changes in the registration of securities in the depository if it shall be possible to perform an incontrovertible identification of the securities, which are subject to the change, and there are no legal barriers present, and there is no danger to the security of the securities depository and to the interests of trading participants. In such instances, KDPW shall assign a separate securities code number to the securities affected by the change. 44a 1. The KDPW Management Board may determine by means of a resolution that indicated securities or securities which have the features set out in the resolution shall not be registered on omnibus securities accounts managed in KDPW. 2. A resolution referred to in subpara. 1 may be adopted: 1/ if, due to the features of securities indicated in the resolution or due to the incomplete understanding of their effect, there is a risk that KDPW might be unable to properly perform the obligations of remitter of income tax imposed on entities managing omnibus securities accounts, arising in connection to the performance of the issuer s liabilities arising from them, or that the effective and safe performance of such obligations would require KDPW to incur additional investments or expenses, 2/ if, due to ambiguity or non-uniform application of tax regulations by tax authorities or due to amendment of such regulations, there is a risk referred to in point 1 or doubts arise as to the scope or manner of performing tax obligations imposed on an entity managing omnibus securities accounts as remitter of income tax on gain (income) from entitlements from securities referred to in the resolution, 3/ with respect to securities whose custody is managed according to the principles defined in 40 subpara KDPW shall inform participants with the type of participant status of Foreign Custodian about an adopted resolution referred to in subpara. 1 at least two weeks before its effective date. A participant

30 holding an omnibus securities account managed in KDPW on which securities referred to in the resolution are registered shall cause the transfer of such securities onto depository accounts or securities accounts managed by KDPW no later than the effective date of the resolution. 4. KDPW shall publish, on its website, information necessary to identify securities which shall not be registered on omnibus securities accounts managed by KDPW If the events referred to in Article 56 subpara. 1 points 1 and 2 of the Law on trading in financial instruments have occurred, relating to a proportion of shares registered with the same securities code number as other shares, KDPW shall reduce the nominal value of all shares bearing the same code number or, should the above not be possible, reduce the number of shares bearing that particular code number. 2. The reduction of the number of shares bearing a particular securities code number shall be carried out by KDPW and shall involve a proportional reduction of the number of shares registered on each securities account, or omnibus security account, to the new rate using a rate of reduction adopted by KDPW. 3. The reduction of the number of shares shall be carried out according to information on the share balances on each securities account and securities omnibus account, supplied by participants at the request of and within the time-period specified by KDPW, as well as based on data relating to the balances of these shares on each securities account and securities omnibus account managed by KDPW. 4. If a proportional reduction would lead to the withdrawal from public trading of a number of shares that does not correspond to the number of cancelled shares, the principle of proportionality shall not be applied to the extent necessary to allow for the reduction results to match the number of cancelled shares. 5. The amounts specified in Article 56 subpara. 4 of the Law on Trading in financial instruments, to be received by the shareholders, shall be paid by the issuer through KDPW. KDPW shall request the issuer to leave the required amount at the disposal of KDPW and then shall allocate the amount among participants. The participants shall then pass on the respective received amounts to entitled holders of securities accounts kept by those participants, or to relevant holders of omnibus securities accounts kept by those participants If, in the instance referred to in 45 subpara. 1, it is necessary to reduce the number of shares marked with a particular securities code number, the KDPW Management Board, acting in consultation with the respective regulated market operators for those securities, or with the alternative trading system operator, shall define, by way of resolution, the date upon expiry of which all shares assigned with the same code are to be blocked in the Depository. The date upon expiry of which shares are to be unblocked shall then be defined. 2. Orders relating to sales and purchases of shares referred to in subpara. 1 shall not be accepted if settlement of transactions executed in order to carry out those orders takes place after the date specified for the blocking of shares. 3. KDPW shall not settle transactions relating to shares described in subpara. 1, in the period between the expiry of the deadline set for the blocking of the shares and the date set for their unblocking. 4. The principle laid down in subpara. 3 shall apply accordingly to corporate actions if they involve shares referred to in 45 subpara. 1.

31 46a 1. If the exercise of rights in securities whose custody is managed according to the principles defined in 40 subpara. 6, requires KDPW to provide information relating to the owners of these securities, or their ownership status, to the issuer or the entity referred to in 40 subpara 6, which manages the relevant registration accounts for KDPW, or the person to which such entity delegated the collection of such information, then KDPW informs the direct participants accordingly, requesting them to provide this information. 2. The provision of the information by the direct participant, referred to in subpara. 1, shall mean that the participant shall deliver to KDPW a declaration that all persons to which the information being provided relates to have given their consent for this information to be sent to the entities, referred to in subpara. 1, by KDPW. 3. The provisions of subpara. 1 and 2 shall also apply in instances where the information being provided to the entities, referred to in subpara. 1, relating to securities owners, or their ownership status, does not take place as a result of the exercise of rights in these securities. 46b 1. Where the agreement on the basis of which the entity referred to in 40 subpara 6, manages specific registration accounts for KDPW, obliges KDPW to provide, at the request of that entity, information relating to the holders of securities registered in such accounts or their ownership status, KDPW shall, if so requested, request direct participants to provide such information, and specify a date by which direct participants are obliged to provide the same to KDPW. In such instances, the provisions of 46a subpara. 2 shall apply accordingly. 2. Direct participants shall submit to KDPW written authorisations for KDPW to provide the entities referred to in 46a subpara. 6 with information enabling their identification and specifying the number of securities referred to in 40 subpara. 6 owned by them. 3. Direct participants registering securities kept according to the principles referred to in 40 subpara. 6 on securities accounts, omnibus securities accounts, or on depository accounts managed by them, shall also take all necessary steps to enable KDPW to perform the duties referred to in subpara. 1, including, respectively: 1/ for participants managing securities accounts - by obtaining from the holders of those accounts written statements giving their consent to KDPW to provide the entities referred to in 46a subpara. 6 with information enabling their identification and specifying the number of securities, which are kept according to the principles referred to in 40 subpara. 6 held by each of them; 2/ for participants managing omnibus securities accounts by obliging the holders of these accounts to ensure that at the request of the participant, they provide information enabling the identification of persons entitled to rights to securities, which are kept according to the principles referred to in 40 subpara. 6, registered on these accounts, and indicating the number of these securities held by each of these entities, together with written declarations by these entities, affirming their consent to disclose this information by KDPW to the entities described in 40 subpara. 6, 3/ for participants managing depository accounts by obliging indirect participants being holders of these accounts, managing securities accounts, or omnibus securities accounts, to perform the actions described respectively in items 1 and 2 above.

32 4. Where the information submitted to KDPW under subpara. 1 relates also to persons who have refused to give the consent, described in subpara. 3, items 1 and 2, the information, to the extent to which it relates to such persons, should specify only the number of such persons and total number of securities owned by them, as requested by KDPW, separately for natural persons and for legal persons and other institutions. 4a. The provisions of subparas. 3 and 4 shall apply accordingly to direct participants with the type of participant status of Foreign Custodian, registering outside the territory of the Republic of Poland securities whose custody is managed according to the principles defined in 40 subpara KDPW shall publish on its website the list of securities, which are registered on the basis of the principles described in 40 subpara. 6. CHAPTER IV TRANSACTION SETTLEMENT SECTION I GENERAL PROVISIONS DEFINITION AND EXECUTION OF OBLIGATIONS In performing the settlement of transactions, KDPW shall enable monetary and non-monetary entitlements arising from those transactions to be executed, through the registration of changes in balances on depository accounts, omnibus securities accounts and securities accounts managed for participants, as well as through issuance of instructions to debit or credit participants cash accounts. 2. Transaction settlement is carried out in the multibatch settlement system or real-time system. The KDPW Management Board shall decide by means of a resolution, the types of transactions whose settlement may be performed in both of these systems, as well as the types of transactions whose settlement may be performed in only one of these systems Payments made by a participant or for a participant as part of the settlement of transactions performed by KDPW or otherwise in connection to its participation in the depository system shall be executed through the participant s cash account. 2. The detailed principles of KDPW s participation in clearing conducted by the National Bank of Poland, referred to in Article 48 subpara. 5 of the Law on trading in financial instruments, shall be defined in the relevant agreement concluded with the National Bank of Poland. 3. Payments referred to in subpara. 1 made by a participant or for a participant may be executed through a bank account managed in the settlement bank for another entity which is a direct participant, henceforth referred to as the payer, which signed a relevant agreement with the participant. KDPW shall consider the termination of such an agreement as having taken place not earlier than the day following the day on which KDPW was informed of the fact by either of the parties. 3a. A participant may indicate two or more bank accounts managed in the settlement bank for various payment agents, through which payments referred to in subpara. 1 made by the participant or for the

33 participant are executed, indicating at the same time one of these accounts as the primary account. In such instances, such payments shall be made through the bank account indicated as the primary account; however, in the settlement instruction described in 51 point 3 or 4, the participant may indicate that the transaction defined in the instruction by the participant should be settled though another account indicated by the participant. 3b. In cases referred to in subpara. 3 and subpara. 3a, the bank account managed in the settlement bank for the payer shall become the participant s cash account within the meaning of these Rules. 4. The settlement bank shall credit or debit participants accounts on the basis of instructions from KDPW, issued according to the participants respective cash debit and credit positions, arising from their settlement instructions, described in 51. 4a. The KDPW Management Board may determine by means of a Resolution that within the scope of payments processed in Euro, participants cash accounts should be managed in the TARGET2 system. In such instances, within the scope of these payments, the provisions of subpara. 3, first sentence, and subparas. 3a - 4 shall apply accordingly, subject to the provision that an entity that is not a participant may perform the role of payer. 5.The settlement bank shall manage participants cash accounts and perform the operations specified in subpara. 4 on the basis of an agreement concluded with KDPW and on the basis of agreements concluded with the participants or payers. In instances described in subpara. 4a, participants cash accounts used to execute payments processed in Euro shall be managed on the basis of agreements concluded between participants, or payers, and central banks managing payment systems within the TARGET2 system, while the instructions described in subpara. 4 shall be sent by KDPW on the basis of an agreement with the National Bank of Poland. 6. A refusal by the settlement bank to accept or to process instructions sent by KDPW, described in subpara. 4, shall lead to settlement involving cash payments to be suspended, as well as the corresponding securities settlement, until the settlement bank resumes the provision of these services. KDPW shall immediately inform direct participants of this. 7. KDPW shall not be liable for any losses incurred by participants as a result of the suspension of settlement for the reasons indicated in subpara. 6, in instances where the role of the settlement bank is performed by the National Bank of Poland. 8. The provisions of subparas. 6 and 7 shall apply accordingly in instances described in subpara. 4a The settlement of transactions carried out in the multibatch system shall be performed according to the principle that the cash account of the participant is debited or credited by an amount that constitutes an excess of, respectively, cash credits over cash debits, or cash debits over cash credits, which in accordance with settlement instructions, described in 51, that are to be processed within the same settlement session, need to be realised using this cash account (netting). 2. The settlement, described in subpara. 1, shall be conducted according to the principle of multilateral netting. 3. The excess referred to in subpara. 1 shall indicate the amount of the actual cash amount to be transferred as part of the settlement process in the multibatch settlement system. However, in order to determine this amount, following the principle specified in subpara. 1, the value of purchase and sale

34 transactions for which settlement has been suspended shall be subtracted from purchase and sale transactions. 4. For the settlement of transactions processed in the multibatch system, the depository account, omnibus securities account or securities account managed in KDPW for a participant are debited and credited separately according to the balance of non-cash debits or credits depending on the relevant settlement instruction, described in 51, which are to be processed within the same settlement session. 5. The KDPW Management Board may decide, by way of resolution, to apply the netting principle to cash debits and credits arising from settlement instructions, and other debits and credits of participants arising from other operations connected with their participation in the depository system, or relating to earnings of entitled participants for transactions executed in organised market trading at the request of other participants, or at the request of entities being holders of securities accounts, or omnibus securities accounts managed by other participants. In such instances the provisions of subpara. 2 and 3 shall apply accordingly. 6. If the netting principle is applied to cash debits and credits of participants arising from settlement instructions, described in 51, or from cash debits and credits arising other operations, referred to in subpara. 5, participants shall be obliged to indicate to KDPW the amount of the cash assets that will be used to perform transaction settlement. 49a 1. The instructions described in 48 subpara. 4, shall not contain the amount of the cash debits of the participant transferring the payments using the payment agent, in the scope where this amount exceeds the debit limit set by the payment agent for that participant, in cases where such a limit has been indicated to KDPW by the payment agent within the deadline and manner defined in a resolution of the KDPW Management Board. 2. For those instances, described in subpara. 1, where there is an excess above the debit limit, a shortage of assets shall be deemed to exist on the cash account of the participant. 49b The settlement of transactions in the real time settlement system shall be performed in accordance with the principle that the participant s cash account and the participant s depository account, omnibus securities account or securities account managed for the participant by KDPW are debited or credited separately with the amount of the cash or non-cash debits or credits arising from separate settlement instructions, described in 51, which are to be processed in this system. 50 In instances where, owing to a shortage of securities, transaction settlement, which should take place at the latest on the record date for determining those entitled from securities and the amount of those entitlements, has been suspended and takes place only after that date, settlement is then performed according to the principle that the cash payment debited from the cash amount of the relevant participant acting for the buyer is equal to the difference between the purchase price of the securities and the amount of the entitlement arising from those securities. Where the payment relates to individual subscription rights, or other securities, the cash payment arising as a result of such settlement shall equal the difference between purchase price and the average value of that right, or other security, determined on the

35 basis of its price in organised trading on the settlement date Transaction settlement is performed on the basis of settlement instructions sent to KDPW: 1/ for transactions executed in the regulated market or alternative trading system, covered by clearing managed by KDPW_CCP by KDPW_CCP, 2/ for transactions executed in the regulated market or the alternative trading system, covered by clearing managed by another entity than KDPW_CCP by the entity performing the clearing of these transactions, with the participation status described in 11, subpara. 4, or being the party to the agreement described in 7, subpara. 2, as well as by the participants being the parties to the settlement, 3/ for post-transaction settlement performed following a transaction executed in organised trading by the participants that are the parties to the settlement of the transaction, 4/ for transactions executed outside organised market trading by the participants that are the parties to the settlement of the transaction, subject to the provision that the KDPW Management Board may by means of a resolution indicate another method of delivering the documents for these transactions. 51a 1. In instances where the settlement of a transaction is performed on the basis settlement instructions sent by the transaction parties, and the cash values indicated in these instructions are not identical, settlement may take place according to information contained within the settlement instruction delivered by one of the parties, on condition that the difference between the cash values indicated do not exceed the value determined according to the principles defined in a resolution of the KDPW Management Board (settlement with tolerance limits). 2. Settlement using tolerance limits may be performed on condition that: 1) Both of the parties have consented to settle a given transaction using tolerance limits, or 2) One of the settlement parties has consented for the settlement of a given transaction using tolerance limits, while the counterparty has not objected to the settlement of this transaction using tolerance limits in a manner described in a Resolution of the KDPW Management Board. 3. Settlement using tolerance limits shall be performed according to the following principles: 1) In instances described in subpara. 2 point 1 settlement shall take place according to the value indicated in the settlement instruction sent by the party, which is responsible for the delivery of the securities.; 2) In instances described in subpara. 2 point 2 settlement shall take place according to the value indicated in the settlement instruction sent by the party, which has not consented to settlement using tolerance limits, however has not objected to their use. 4. In instances where, in accordance with the Resolution of the KDPW Management Board, described in 51, point 4, the settlement of a transactions requires settlement instructions to be sent to KDPW both by participants being parties to settlement and by the entity organising trading in specific financial instruments, the principles described in subparas 1 and 2 shall apply accordingly, subject to the

36 provisions of subparas. 5 and In instances described in subpara. 4, the settlement using tolerance limits shall take place according to the value indicated in the settlement instruction sent by the entity organising trading in financial instruments that form part of the transaction. 6. If in the instance, described in subpara. 4, only one of the transaction settlement parties has consented to the settlement of this transaction using tolerance limits, the settlement of the transaction using tolerance limits shall be executed on condition that the value of the transaction indicated by the settlement counterparty, which did not object to the settlement of this transaction using tolerance limits, shall correspond to the value of the transaction indicated by the entity organising trading in financial instruments that form part of the transaction. 51b 1. The settlement instructions, referred to in 51, shall be considered to have been introduced to the depository system from the moment they have been delivered to KDPW according, as appropriate, to the requirements defined, respectively, in 4, subpara 1, or in the agreement, described in 7, subpara Subject to the provisions of subparas. 3 and 4, and 51d, the settlement instructions, referred to in 51, points 2, 3 or 4, introduced to the depository system by a participant may not be cancelled from the system from the moment KDPW has determined that the instruction matches with the corresponding instruction introduced to the depository system by the settlement counterparty. 3. In instances where a transaction is to be settled in the multibatch settlement system, the related settlement instructions described in 51, points 2, 3 or 4, may only be cancelled from the depository system following the moment defined in subpara. 2 exclusively on the basis of matching bilateral declarations submitted to KDPW by both parties to the settlement not later than the start of the settlement session, where KDPW may perform the settlement of that transaction. If, however, these documents were submitted following the start of such a session, and within that session, the settlement of the transaction has not proved to be possible owing to a shortage of securities on the participant s registration account, or a shortage of cash on the participant s cash account, then cancellation shall be deemed to have been executed successfully. 4. In instances where the transaction is to be settled in the real-time settlement system, the related settlement instructions, referred to in 51, points 2, 3 or 4, may only be cancelled from the depository system after the time-period, defined in subpara. 2, has passed on the basis of matching bilateral declarations submitted to KDPW by both parties to the settlement, not later than the moment of the transfer to the settlement bank of the instruction, referred to in 48, subpara. 4. If, however, these declarations are sent later and the instruction has not been realised, then the cancellation shall be deemed to have been executed successfully. 5. The settlement instructions described in 51, subpara. 1, may be cancelled in the depository system: a/ if sent to the multibatch system until the start of the settlement session within which KDPW may execute these instructions; if however, within this settlement session, such an instruction has not been executed, then cancellation performed after its commencement will be deemed successful. b/ if sent to the real-time settlement system until the moment it is executed. 51c 1. In instances where post-transaction settlement related to transactions executed in organised trading, or

37 the settlement of transactions executed outside organised trading, is to be performed in the real-time settlement system, a participant, who has sent an instruction relating to this settlement to the depository system, may request for settlement to be put on hold until the moment the clearing bank is sent the relevant instruction, described in 48 subpara. 4. If, however, this latter instruction has not been realised, then the request to put the settlement instruction on hold, sent prior to the instruction to the clearing bank, shall be deemed successful. 2. In instances where post-transaction settlement related to transactions executed in organised trading, or the settlement of transactions executed outside organised trading, is to be performed in the batch settlement system, a participant, who has sent an instruction relating to this settlement to the depository system, may request for settlement to be put on hold exclusively within the contents of the instruction itself. 3. A settlement instruction which has been put on hold shall be sent for settlement if a participant, who sent the instruction to the settlement system, informs KDPW of such a request and on condition that the execution of the settlement instruction sent to the depository system by the participant being the counterparty to this settlement has not been put on hold, or that following a period being on hold, it too was sent for settlement execution. 51d 1. A settlement instruction shall be removed from the depository system without the need for it being cancelled by the participant if, prior to its expiry: 1/ the instruction was not sent for settlement at the request of the participant, who introduced it to the depository system, or if a settlement instruction sent to the depository system by the participant who was the counterparty to the settlement, was put on hold, Or if 2/ KDPW cannot match this instruction with any other settlement instruction sent to the depository system by a participant being the counterparty to the settlement (this being cancellation of an expired settlement instruction by the system). 2. Subject to the provisions of subpara. 3, the date of expiry of a settlement instruction shall be 30 calendar days from the intended settlement date indicated in the instruction, or from the date the instruction was sent to KDPW, depending which of these dates is the later. If the expiry date falls on a date on which settlement is not performed in KDPW, the system will cancel the expired instruction on the next available business day. 3. Any additions or amendments to the settlement instruction, as well as any other activities or events leading to a change in the instruction s status in the depository system, or the performance of the verification process, described in subpara. 1, point 2 as regards this instruction shall interrupt the time to expiry. Each time the interruption takes place, the time to expiry is restarted. 51e Putting a settlement instruction on hold at the request of a participant removes the consequences of the introduction of this instruction to the depository system. When the participant sends an order to KDPW to release the instruction for settlement, these consequences are restored, unless the instruction has earlier been removed from the depository system in accordance with the provisions of 51d subpara. 1.

38 52 1. The cash account of a participant that is a party to settlement shall be credited simultaneously with the recording of the securities sale in the registration account kept for that participant in KDPW. The cash account of a participant that is a party to settlement shall be debited simultaneously with the recording of the securities purchase in the registration account kept for that participant in KDPW. 2. Upon completion of the operations referred to in subpara. 1, the settlement of the transaction shall be considered as having been executed in KDPW. 3. Entries in securities accounts and omnibus securities accounts managed by participants and arising as a result of transactions shall be made on the basis of documents confirming the execution of settlement of those transactions in KDPW, made on the settlement date of those transactions. 4. Transaction settlement shall take place as follows: 1/ for transactions executed during regular Stock Exchange trading sessions or on the regulated overthe-counter market the deadlines defined according to the provisions of 53, subpara. 1 shall apply; 2/ for transactions executed in the alternative trading system the deadlines defined according to the provisions of 53, subpara. 1 shall apply; 3/ for transactions executed as part of a public offering of securities on the regulated market - as determined by the regulated market operator; 4/ for other transactions - at times determined according to resolutions of the KDPW Management Board. The KDPW Management Board shall indicate by way of resolution the periods for the settlement of transactions described in points 1 and The KDPW Management Board may, by way of resolution, decide to settle particular transactions in periods other than those determined under subpara. 4 above, in the event that this is necessary for the operation of the depository system or for the safety of trading. 6. Repealed The deadlines for settlement of transactions executed in the regulated market, or alternative trading system, shall be determined by KDPW in consultation with, respectively, the operator of the particular regulated market, or operator of the alternative trading system. 2. Subject to the provisions of 48 subpara. 6 and 52 subpara. 1, KDPW shall perform the settlement of transactions within the time limit determined according to the provisions of 52 subparas. 4 and 5, provided that the settlement instructions, referred to in 51, are received by KDPW before the deadline defined by a Resolution of the KDPW Management Board. 54 If legal proceedings are initiated against a participant that will lead to the participant s cessation of business activities or reorganisation, or restructuring of the participant s liabilities, leading to the suspension or restriction of the ability of that participant to realise settlement instructions of which the

39 participant was a party, then KDPW shall: 1/ suspend the acceptance of such settlement instructions, with the exception of those instructions sent by the entities described in 51, points 1 and 2, in order to eliminate the suspension of transactions covered by their clearing activities, arising from settlement instructions introduced to the depository system prior to their suspension, 2/ perform, according to the relevant legal provisions, the settlement of transactions, where the party to settlement is a participant, resulting from settlement instructions introduced to the depository system on the day such legal proceedings have been initiated at the latest, 3/ shall transfer the securities to which the participant is not entitled onto a registration account kept for another participant, indicated by the Polish Financial Supervision Authority or, should no such participant be indicated, in the registration account kept for the participant who consents to such registration Should settlement of transactions, described in 51, not be fully possible within the specified time owing to a shortage of assets in the participant s registration account or cash deposit account, KDPW shall specify the transactions for which settlement is to be suspended, applying the principle of minimising the adverse effect of such shortage on the liquidity of settlements carried out for other participants, using at the same time the principles arising from subpara. 2 and the provisions of 56, subpara. 1 and 2. The performance of settlement of these transactions shall not require their settlement instructions to be introduced to the depository system a second time. 1a. The KDPW Management Board may, by way of a resolution, define those types of transactions executed outside organised trading, whose settlement shall not be suspended if it cannot be performed on the intended date. In such instances, the settlement of such transactions shall not be performed after this date and their settlement shall require the settlement instructions to be introduced to the depository system for a second time. 2. Partial settlement of transactions shall not be performed. 3. Transactions for which settlement has been suspended shall be settled without delay once conditions for their settlement become present. 4. If the settlement of a transaction involving individual subscription rights was unable to take place before the deadline for accepting offers for shares of a new issue owing to a shortage of assets on either the participant s registration account, or cash account, settlement shall not take place after the deadline In instances where it is not possible to ensure the simultaneous settlement of all transactions for which a participant is a settlement party, owing to a shortage of assets on the participant s cash account, this settlement shall be performed according to the following principles: 1/ transactions whose settlement is secured by the clearing guarantee fund, or by the ATS guarantee fund, shall be settled first, 2/ remaining transactions shall be settled after that, 2. Repealed 3. In instances where it is not possible to ensure the simultaneous settlement of all transactions for which

40 a participant is a settlement party, and it is not possible for the participant to meet cash obligations arising from participation in the depository system, first, obligations arising in connection with the settlement of transactions are executed, followed next by obligations arising from other activities. Obligations of the participant, in its capacity as issuer of equities, to the owners of those securities shall be met last of all. 56a Repealed 56b Repealed 57 Repealed 58 Repealed 59 Repealed 60 Repealed 1 60a Repealed 60b 1. If the number of securities marked with a given code, whose shortage caused the suspension of the settlement of a transaction executed in the regulated market, shall exceed a level indicated in a Resolution of the KDPW Management Board, known as the suspension limit, KDPW shall forward a request to the organiser of the stock exchange or regulated off-exchange market to suspend accepting trade orders that may potentially lead to short sale transactions being executed involving securities marked with this given code. The suspension limit may not be set at a level higher than 10% of the total number of securities marked with a given code. 2. If the number of securities marked with a given code, whose shortage caused the suspension of the settlement of transactions executed in the regulated market by a given participant, or by a given entity not

41 being a participant, shall exceed a level known as the individual suspension limit, KDPW shall forward a request to the organiser of the stock exchange or regulated off-exchange market to suspend accepting trade orders that may potentially lead to short sale transactions being executed by that participant, or by a given entity not being a participant, involving securities marked with this given code. The individual suspension limit may not be set at a level higher than 5% of the total number of securities marked with a given code. 3. In instances where on the same day the individual suspension limit shall be exceeded for securities marked with different codes, KDPW may forward a request to the organiser of the stock exchange or regulated off-exchange market to suspend accepting trade orders that may potentially lead to short sale transactions being executed by a participant, or by a given entity not being a participant, who exceeded that limit, for any securities. 4. The suspension limit, as well as the individual suspension limit, shall be determined on the basis of data gathered for the period indicated in the Resolution of the KDPW Management Board. 5. Subject to the provisions of subpara. 5a, KDPW shall forward a request to the operator of the regulated stock-exchange or off-exchange market to reinstate the ability to execute orders, suspended following intervention by KDPW: 1/ in instances described in subpara. 1 - once it has been determined that in the scope of securities marked with a given code, the level of suspension of settlement of transactions, described in subpara. 1, has fallen at least to the level of the value described in the Resolution of the Management Board below the suspension limit, 2/ in instances described in subpara. 2 - once it has been determined that in the scope of securities marked with a given code, the level of suspension of settlement of transactions, described in subpara. 2, executed by a participant, or by an entity not being a participant, has fallen at least to the level of the value described in the Resolution of the Management Board below the individual suspension limit, while at the same time, for securities marked with other codes, the conditions described in subpara. 3 do not apply in respect of that participant, or entity not being a participant, 3/ in instances described in subpara. 3 - once it has been determined that in the scope of securities for which the participant, or entity not being a participant, has exceeded the individual suspension limit, the level of suspension of settlement of transactions, described in subpara. 2, executed by that participant, or by that entity not being a participant, has fallen at least to the level of the value described in the Resolution of the Management Board below that limit, while at the same time, that the participant, or entity not being participant, has not exceeded the individual suspension limit for the remaining securities, 5a. If in accordance with the rules of the operator of the regulated stock-exchange or off-exchange market, described respectively in Art. 28 or in Art. 37 subpara. 1 of the Law on Trading in financial instruments, and with the agreement, described in subpara 6 below, the operator shall reinstate the ability to execute orders, previously suspended on the basis of a request, described in subpara. 1, 2 or 3, on a day on which KDPW does not forward such a request to the operator, KDPW shall renew the request prior to the commencement of each subsequent stock exchange session, or each subsequent trading day on the offexchange market. In such instances, KDPW shall cease to forward such requests to the operator of the regulated stock-exchange or off-exchange market, once it has determined that the conditions described respectively in subpara. 1 points 1, 2 or 3 have arisen. 6. The terms of the co-operation between KDPW and the organiser of the stock exchange or regulated offexchange market, within the scope described in subparas. 1-3 and 5, shall be defined in an agreement concluded between that organiser and KDPW.

42 61 Repealed 61a Repealed 61b Repealed 62 Repealed 63 Repealed 63a Repealed 64 Repealed 64a Repealed 65 Repealed 66 Repealed 67 Repealed 68 Repealed

43 69 Repealed 70 Repealed 71 Repealed CHAPTER IV SECURITIES LENDING AND BORROWING 71a 1. At the request of an entity authorised to perform the clearing of transactions executed in the regulated market, or alternative trading system, being at the same time a participant described in 11 subpara. 4, or a party to the agreement, described in 7 subpara. 2, KDPW, if it performs the settlement of these transactions, may at the request of that entity take active measures to conclude, collateralise or return securities loans taken out as part of the system for ensuring clearing liquidity, managed by that entity. 2. The co-operation described in subpara. 1 is carried out on the basis of an agreement concluded between KDPW and the entity, described in subpara In order to prevent the suspension of settlement, or to eliminate the suspension of settlement of transactions secured by the clearing guarantee fund, or the ATS guarantee fund, KDPW shall work together with KDPW_CCP in managing an automatic system for the lending and borrowing of securities, granted with KDPW acting as intermediary on settlement day, or on the day following the day when settlement should be carried out. 2. A securities lending and borrowing agreement is an agreement on the basis of which a securities lender transfers to a securities borrower ownership of a pre-defined number of securities assigned a given code, and the securities borrower in turn undertakes to transfer back the ownership of the same number of securities assigned with this code upon the date specified in the agreement, and to provide appropriate collateral and remuneration indicated in the Table of Fees. In the event that the borrowed securities are subject to any corporate actions, the obligation to transfer back ownership of these securities shall include returning securities in the same form and number which they would have if they had been registered in place of the borrowed securities on the securities account of the securities lender, had the borrowed securities been registered on this account on the day the corporate action operation was performed. 3. Parties to a securities lending and borrowing agreement may be direct participants, who have provided

44 KDPW with a written declaration of intent to join the securities lending system, described in subpara. 1, acting on their own account or on the account of another person. However, the securities borrower may only be a direct participant with the status of clearing member in the transaction clearing system operated by KDPW_CCP, or holds the participant status of representative, described in 11 subpara. 1 point 8, or in 11 subpara. 2 point 5, for entities holding this status in that clearing system. 3a. Repealed 4. The principles for calculating the value of the required collateral shall be defined by the KDPW Management Board, by way of resolution, taking into account the value of loaned securities. The value of the collateral may not be lower than the value of the securities on loan. The value of securities making up the collateral shall be their market value, which may be reduced using appropriate discounting. 4a. The return of borrowed securities shall take place within 5 days of the conclusion of the agreement. The securities borrower shall have the right to return the borrowed securities prior to this date. 4b. The securities lender cannot refuse to accept a partial return of loaned securities. 5. In instances where a record date has been indicated for securities subject to a securities loan, in order to determine beneficial owners entitled to cash distributions, and the securities have not been returned before this date inclusively to the securities lender, nor has the securities lender received the collateral, in accordance with the provisions of 73, subpara. 3, subpara. 4 point 2 or subpara. 5, the securities borrower shall be obliged to pay the securities lender an additional payment equal to the gross value of these cash distributions (compensation) Securities are recorded in a registration account kept for the borrower and collateral is recorded in the relevant registration account or cash deposit account, according to the principle defined in 52 subpara. 1, which shall apply accordingly. 2. Collateral in the form of cash shall be deposited in KDPW s bank account. Securities used as collateral shall be blocked on the borrower s depository account, omnibus securities account or securities account, managed by KDPW. 3. In instances where the securities borrower does not return the borrowed securities within the set time limit, KDPW shall transfer the assets forming the collateral to the securities lender and the securities lender shall be entitled to use the collateral in order to cover any liabilities related to the return of the securities, as well as to cover any necessary costs borne by the securities lender or determined on the basis of average prices, to sell the securities making up the collateral and to cover any necessary costs involving the purchase of the unreturned securities to the securities lender. If the value of the assets making up the collateral transferred to the securities lender is higher than the liabilities the collateral was intended to cover, the securities lender shall be obliged to settle the outstanding amount with the securities borrower within 5 days of the date of the receipt of these assets; the settlement of the excess shall be performed according to the market price of the securities forming the liability or the collateral. 4. In instances where the securities borrower has not supplemented collateral up to the required amount, or has not posted collateral in the required form, KDPW shall perform the settlement of the return of the loaned securities to the extent this shall be possible. In such instances, the securities lending and borrowing agreement shall be terminated in relation to the part of the agreement that has been settled, while in relation to the outstanding part: 1/ the agreement remains in force until the expiry of the deadline described in the first sentence of 72

45 subpara. 4a if the value of the existing collateral corresponds at least to its required value within this scope Or, 2/ the liabilities of the securities lender in relation to the return of the loaned securities become effective and the securities lender becomes entitled to take over the collateral in order to use its assets to satisfy these liabilities, while the provisions of subpara. 3 shall apply accordingly if the value of the existing collateral is lower than the value required in this scope. 5. If in instances described in subpara. 3, or subpara. 4 point 2, the securities borrower shall return partially or in full the loaned securities before the assets forming the collateral are transferred to the securities lender, the right of the securities lender to take over the collateral and use it to satisfy liabilities relating to the loaned securities shall expire to the extent that the outstanding liabilities have been satisfied by the return of the securities loan. In such instances, KDPW shall transfer to the securities lender the assets forming the collateral only to the extent corresponding to its required value, calculated in relation to the outstanding portion of the liability. 6. Repealed 7. Repealed 7a. Repealed 8. Repealed 74 The KDPW Management Board may indicate those corporate actions involving securities, whose processing in the depository system determines that on the day of their exercise, those securities shall not be subject to securities lending, and where the lending and borrowing agreements concluded earlier shall terminate following the deadline, indicated in a resolution of the KDPW Management Board, preceding the day of the exercise of these corporate actions. KDPW shall enable the parties to the lending and borrowing agreement their mutual identification disclosure The total number of loaned securities with a specific securities code number may not exceed 5% of the total issue for a single borrower and 10% of the total issue for all borrowers taken together. 77 [Repealed] 77a 1. For the purposes of ensuring the settlement liquidity of transactions, KDPW shall organise an onrequest securities lending and borrowing system, executed without KDPW acting as intermediary.

46 2. The provisions of 72 subparas. 2 and 4, 73 subparas 1 and 2, and 76, subject to 77b and 77c, shall apply to lending and borrowing agreements concluded within the system referred to in subpara. 1 above. 2a. Every direct participant acting on their own account, or on the account of another entity, may become a party to the securities lending and borrowing agreement concluded as part of the system described in subpara Lending and borrowing agreements concluded within the system referred to in subpara.1 may be executed in particular in order to ensure the return of other securities loans described in these Rules. 77b Lending and borrowing agreements concluded within the system referred to in 77a, subpara.1, may sometimes not include the obligation of the securities borrower to deposit the required collateral or make the required compensation payment. 77c If the lending and borrowing agreement concluded within the system referred to in 77a, subpara. 1 obliges the securities borrower to provide the appropriate collateral, KDPW shall: 1) in the event that securities are not returned within the deadline transfer the collateral to the securities lender in the form it takes at the time the deadline for the return of the securities loan has passed, 2) in the event that the margin has not been supplemented to the level required by KDPW, or the collateral has not been deposited in the appropriate form perform settlement for the purposes of returning the securities, and if this is not possible, KDPW shall transfer the collateral to the securities lender in the form it takes at the time the deadline for the supplement or deposit of the collateral has passed. 77d In instances where KDPW is unable to perform, within the proper deadline, the settlement of a transaction executed in the regulated market, or in the alternative trading system, by a participant acting on behalf of a client, where the participant has the participation status of brokerage office, as described in 11, subpara. 11, point 1, owing to a shortage of securities on the participant s registration accounts, used to register the securities kept on securities accounts of clients managed by that participant, or on omnibus securities accounts, the settlement of such a transaction may take place using securities entered on registration accounts used to register securities that are owned by that participant If the collateral is in the form of securities, KDPW shall be authorised to dispose of these securities according to the purpose of the collateral, from the moment they have been registered on the special registration account. 2. Repealed 3. Repealed 4. The participant may only demand the release of the collateral in full or in part in instances where the

47 value of the collateral deposited by that participant exceeds the required collateral limit, or if the participant has provided the correct and equivalent collateral in a different form in order to allow the release of the given collateral. CHAPTER V THE PERFORMANCE OF ISSUERS OBLIGATIONS FOR SECURITIES OWNERS AND THE PREPARATION, TRANSFER AND AVAILABILITY OF LISTS OF OWNERS OF DEMATERIALISED BEARER SECURITIES ENTITLED TO PARTICIPATE IN THE GENERAL SHAREHOLDER MEETINGS OF PUBLIC COMPANIES The performance of issuers obligations for securities owners shall mean the process, organised and co-ordinated by KDPW, by which issuers transfer monetary or non-monetary asset-related entitlements from securities to holders of rights in securities. 2. Whenever the Rules refer to: 1/ day D this shall mean the day at the end of which registration accounts and account balances serve as the basis for determining those persons eligible to receive distribution entitlements from securities, and for determining the value of those distribution entitlements. Days preceding or following this day shall be referred to, respectively, as D-n or D+n, where n is the number of days preceding or following day D; 2/ day W this shall mean respectively the day on which distribution entitlements in the form of securities are received by the participant for whom KDPW keeps a registration account, or the day on which distribution entitlements in the form of cash are transferred on to the participant s cash account. Days preceding or following this day shall be referred to, respectively, as W-n or W+n, where n is the number of days preceding or following day W. 3. The performance of issuers obligations towards the owners of securities referred to in 40 subpara. 6 shall take place on the basis of and using information received by KDPW from the entity referred to in 40 subpara. 6, which manages specific registration accounts for KDPW on which these securities have been registered. 4. Funds arising from the performance of issuers obligations to owners of Treasury bills registered in KDPW according to the principles referred to in 40a shall be sent to KDPW via the National Bank of Poland If the entitlements paid out by the issuer are in the form of cash, and the securities are not registered in KDPW on the basis of the provisions defined in 40 subpara. 6, KDPW shall inform the issuer of the amounts due to securities owners on the basis of balances on registration accounts on day D and shall request the issuer to pay those amounts to the relevant bank account or to KDPW s bank account. 2. Funds paid by the issuer shall be transferred by KDPW to cash deposit accounts held by participants for whom registration accounts are kept, according to the account balances on day D and in a way that ensures the availability of those funds for the participants on day W, subject to subpara In the instance referred to in Article 7 subpara 2, second sentence, of the Law on trading in financial

48 instruments, a buyer of securities receives an entitlement after day W by having the liability arising from a transaction reduced by the value of the entitlement. 4. There must be a minimum number of days between day D and day W that will be specified by the KDPW Management Board by way of resolution. Day W shall be defined in a way that will enable tax obligations related to the distribution payment made by the issuer to be performed. 80a In instances where the cash benefit payment from the issuer is paid out in a foreign currency, and the clearing bank does not provide clearing services for that particular foreign currency, KDPW may distribute the cash benefit payment from the issuer following its conversion into EUROs according to the exchange rate applied by the credit institution, foreign branch of a national bank, or foreign bank within the meaning of the Banking Law, managing the bank account on behalf of KDPW, onto which the issuer made the payment KDPW shall organise the process for performance of obligations, referred to in 79 subpara. 1, so as to enable liabilities arising in connection with the performance of those obligations to be settled by taxpayers and tax remitters, 2. In the event that on the basis of a document defining the tax status of a participant, or the participant s client, or on the basis of other documents or information sent by the participant to KDPW and then by KDPW to the issuer of securities, described in 40, subpara. 6, or to the entity described in 40, subpara. 6, managing specific registration accounts for KDPW, the participant, or the participant s client took advantage of a tax deduction administered outside the jurisdiction of the Republic of Poland, which has resulted in a lower tax rate paid, and subsequently it has turned out that for any reason, the participant or the participant s client was not entitled to take advantage of this deduction, or that the documents provided did not entitle to such a deduction, and KDPW was subsequently for this reason charged with the amount corresponding to the deduction, in addition to other additional charges, the participant, who provided the document, or the information, shall be obliged to reimburse this amount at the request of and on behalf of KDPW. 3. The provisions of subpara. 2 shall apply accordingly in instances where the participant or the participant s client has not, for reasons other than the reasons described in subpara. 2, paid tax levied outside the territory of the Republic of Poland, or has not taken the requisite steps to waive the levy of such a tax in connection with the processing of rights from securities, described in 40, subpara. 6, in connection with the holding of such securities, or in connection with the conclusion of any agreement relating to such securities, if KDPW has for that reason been charged with the amount of the tax, together with any other potential additional payments. 4. Clients of participants, within the meaning of subparas. 2 and 3 above, shall also be deemed to include: 1/for a participant keeping omnibus securities account - persons entitled to securities registered on an omnibus securities account managed by that participant, 2/ for a participant with the type of participant status of Foreign Custodian persons entitled to securities registered on an omnibus securities account managed for that participant in KDPW. 82

49 1. The provisions of the Rules regulating the depositing of securities in the Depository shall apply accordingly to shares issued as a result of the conversion of bonds. 2. On the basis of a participant s notification that the bond holder has made a declaration relating to the conversion of bonds into shares, the bonds in question shall be withdrawn from the depository at the moment of registration in the depository of shares issued in exchange for those bonds. 3. [Repealed] 4. The provisions of subparas. 1 and 2 shall apply accordingly to process the performance of issuers obligations arising from subscription warrants Acting at the request of the issuer, KDPW shall register individual subscription rights on technical accounts corresponding to depository accounts, omnibus securities accounts and securities accounts managed for participants. This registration shall take place in accordance with the balances at the end of the date of the subscription rights event on registration accounts, on which shares related to the subscription are registered. 2. An individual subscription right is a right arising from one share, the holder of which is entitled to subscribe to new shares in the proportion defined by the issuer, and the person entitled to individual subscription rights has the pre-emptive right to shares in a new issue in the same proportion as the proportion defined for shares. 3. Following receipt by KDPW of information confirming the admission of individual subscription rights to trading in the regulated market, or introduction in an alternative trading system, the individual subscription rights shall be transferred from technical accounts, described in subpara. 1, onto depository accounts, omnibus securities accounts and securities accounts managed for participants. 4. Following the expiry of the deadline for subscribing to shares of a new issue, individual subscription rights shall be de-registered and at the same time, rights arising from subscriptions for shares of a new issue shall be registered on the technical accounts corresponding to depository accounts, omnibus securities accounts and securities accounts, according to the balances on the accounts on which the individual subscription rights were registered. 5. On the date of the registration of rights to shares in the depository, KDPW shall close the technical accounts for rights arising from subscriptions to shares of a new issue. 6. Shares in a new issue taken up following exercise of subscription rights shall be entered in the Depository, respectively, in accordance with the balances on registration accounts for rights to shares, registered in the securities depository, or in accordance with balances in technical accounts, as described in subpara In instances where the appropriate notification document prepared and made available in connection with a public offering, or application for the admission of securities to trading in the regulated market, or their introduction to trading on the alternative trading system, provide for special collateral for the exercise of rights arising from those securities, KDPW shall be authorised to dispose of the securities making up the collateral, in accordance with the purpose of the collateral, starting from the moment these are recorded on the special registration account. The provisions of 78 subpara. 4 herein shall apply accordingly.

50 84a 1. On the basis of, respectively, personalised declarations of the right to participate in a general shareholder meeting or documents referred to in Article 10a, subpara. 1 of the Law on trading in financial instruments, issued in relation to a general meeting of a public company held on a given date, participants managing securities accounts and participants with the type of participant status of Foreign Custodian shall prepare electronic lists of entities entitled from their ownership of bearer shares to participate in that general meeting, containing the following information for each entitled person and personalised declarations or documents issued to them: 1/ The first name and surname, or the company name of the entitled entity, 2/ The head office (place of residence) and the address of the entitled entity, 3/ The ID code of the shares, on the basis of which the right to participation in the general meeting may be exercised, 4/ The number of the shares, on the basis of which the right to participation in the general meeting may be exercised, 5/ The number of the personalised declaration or document referred to in Article 10a, subpara. 1 of the Law on trading in financial instruments issued to the entitled entity, 6/ Additional information enabling the issuer to determine any potential restrictions in the rights of entitled entities to participate in the general meeting, in particular, in the case of joint ownership of shares, information indicating the form of the joint ownership and the other joint owners. 1a. A list of holders of bearer shares entitled to participate in a general shareholder meeting prepared according to Article 10a subpara. 2 of the Law on Trading in Financial instruments by the holder of an omnibus securities account managed by a participant, shall contain information described in subpara. 1, in addition to information indicating the company (name) and the address of this holder. 1. The lists described in subpara. 1 and 1a, shall be sent to KDPW in electronic form, using a messaging system, which according to agreements concluded with KDPW on the ability of making declarations of will and on sending information in electronic form, which is used by participants to send these types of electronic documents. The lists shall be sent within the deadline indicated in Art of the Commercial Company Code. The list, described in subpara. 1a, shall be sent to KDPW through a participant managing an omnibus securities account for the entity, which prepared the list. 2. A global list of entities entitled from their ownership of bearer shares to participate in a general meeting taking place on a certain date shall be drawn up in electronic form on the basis of the lists described in subparas. 1 and 1a, using the personalised declarations on the right to participate in that general meeting issued by KDPW. 3. Subject to the provisions of subpara. 4a, the global list, described in subpara. 3 shall contain the following information on each entitled entity, on the personalised declarations that have been issued in relation to the right to participate in a general meeting, and on the entities issuing these declarations: 1/ The first name and surname, or the company name of the entitled entity, 2/ The head office (place of residence) and the address of the entitled entity, 3/ The ID code of the shares, on the basis of which the right to participation in the general meeting may be exercised,

51 4/ The number of the shares, on the basis of which the right to participation in the general meeting may be exercised, 5/ The number of the personalised declaration issued to the entitled entity, 6/ Additional information enabling the issuer to determine any potential restrictions in the rights of entities entitled from their shares to participate in the general meeting, in particular, in the case of joint ownership of shares, information indicating the form of the joint ownership and the other joint owners, 7/ The company (name) and the address of the entity issuing the declaration. 4a. In those instances where a global list, described in subpara. 3, is prepared on the basis of the lists described in subpara. 1a, it shall contain the information described in subpara. 4 items 1-6, and in addition contain also information on the firm (name) and address of the omnibus securities account holder, who prepared the list described in subpara. 1a indicating the relevant beneficiary, as well as the firm (name) and address of the participant managing this omnibus securities account. 4. Subject to the provisions of subpara. 4a, the global list, described in subpara. 3 shall contain the following information on each entitled entity, on the personalised declarations that have been issued in relation to the right to participate in a general meeting or documents referred to in Article 10a, subpara. 1 of the Law on trading in financial instruments, and on the entities issuing these declarations: 1/ The first name and surname, or the company name of the entitled entity, 2/ The head office (place of residence) and the address of the entitled entity, 3/ The ID code of the shares, on the basis of which the right to participation in the general meeting may be exercised, 4/ The number of the shares, on the basis of which the right to participation in the general meeting may be exercised, 5/ The number of the personalised declaration or document referred to in Article 10a, subpara. 1 of the Law on trading in financial instruments issued to the entitled entity, 6/ Additional information enabling the issuer to determine any potential restrictions in the rights of entities entitled from their shares to participate in the general meeting, in particular, in the case of joint ownership of shares, information indicating the form of the joint ownership and the other joint owners, 7/ The company name and the address of the participant which is the issuer of the declaration or document referred to in point In instances described in Art , second sentence of the Commercial Company Code, providing an issuer with a global list, described in subpara. 3, shall take place in the form of a document in the head office of KDPW, within the deadline described in those provisions. CHAPTER VI CORPORATE ACTIONS AND SPECIAL OPERATIONS Corporate actions shall be defined as activities performed within the depository system, other than the settlement of transactions settled in KDPW, as a result of which changes in the proprietary interests in securities, as well as in other aspects of securities or of securities issues, are reflected in said the system.

52 2. Corporate actions include, in particular: 1/ the exchange of securities, 2/ the assimilation of securities, 3/ the withdrawal of securities from the Depository, 4/ the conversion of registered securities into bearer securities or vice versa, 5/ the replacement of securities. 3. Corporate actions on securities, referred to in 40 subpara. 6, with the exception of the withdrawal of these securities from the Depository without their legal nature coming to an end following the termination of their dematerialisation as described in the Law on public offerings, or their indefinite withdrawal from regulated market trading, shall take place on the basis of information received by KDPW from the entity referred to in 40 subpara. 6, which manages specific registration accounts for KDPW on which these securities have been registered. 86 An exchange of securities is carried out in connection with a change of the size of the securities issue and involves a reduction or increase in the number of securities in a particular issue registered in the Depository. For shares in particular, this operation is carried out in connection with the reduction of their nominal value without reducing the share capital, or in connection with increasing the share capital without issuing new shares and without changing their nominal value (increasing the number of shares of a given issue) and in connection with a reverse split (reducing the number of shares). This operation is also carried out on other securities where changing the size of the issue is permitted by the applicable regulations The withdrawal of securities from custody takes place when the legal existence of securities comes to an end. This operation may also be carried out following the termination of dematerialisation of shares as described in the Law on public offerings, or following a decision by the Polish Financial Supervision Authority on the indefinite withdrawal of the securities from regulated market trading. 2. If the withdrawal of securities takes place as a result of a securities cancellation, being part of a specific operation on securities, or as a result of the performance of the issuer s obligations for securities owners, it shall be carried out according to the provisions of these Rules or regulations issued on the basis thereof, concerning the particular operation on securities or performance of issuers obligations. 3. The issuer shall be obliged to inform KDPW of the cancellation of shares registered in the depository on the day current information on this event is sent. The issuer shall send documents to KDPW, on the basis of which the withdrawal operation of the cancelled shares from the depository is performed, without delay following their cancellation The replacement of securities means that owners of particular securities are given other securities in their place. One result of replacement may be the cancellation of securities, for which other securities are issued. 2. The replacement of securities as an element of performing issuers obligations for securities owners

53 shall be governed by regulations issued on the basis of the Rules relating to the performance of such obligations Entries in securities accounts, omnibus securities accounts or in registers kept by participants, resulting from operations on securities or connected with special operations such as a portfolio transfer, a securities transfer or the crediting of an account, may only be carried out after the participant has received a registration-related document issued by KDPW confirming that such entries are permitted, unless as a result of corporate action operations on securities, changes in allocation of the relevant securities to a given account does not take place. 2. A portfolio transfer shall mean the transfer of securities from a registration account kept for a participant onto an account kept for another participant, without the transfer of ownership of the securities in question. 3. A securities transfer shall mean the transfer of securities from a registration account kept for a participant onto another registration account kept for the same or for another participant, in connection with a commitment to transfer ownership of securities. 4. Crediting a securities account shall mean: 1/ the transfer of securities from a registration account kept for the lead manager onto a registration account held by a participant keeping securities accounts or omnibus securities accounts, in connection with an instruction sent by the person with rights from these securities to transfer the securities from the lead manager s register onto the securities account or onto the relevant omnibus securities account of that person, or 2/ the transfer of securities from a special registration account opened for a participant performing the role of issue agent onto the relevant registration accounts managed for that participant, or for other participants in order to ensure that these securities are transferred to entitled persons. 89a 1. Documents provided by direct participants that define the terms and conditions for corporate actions and special operations in the depository system shall be deemed to have been introduced to that system the moment they have been delivered to KDPW, according to the requirements defined in the agreements, described in 4, subpara Subject to the provisions of subpara. 3 and 89c, in the event that the operation is to be processed in the multibatch settlement system, the document referred to in subpara. 1, pertaining to the operation may be withdrawn from the depository system until the start of the settlement session where KDPW may process this operation. If, however, the operation was not processed within this settlement session, then any cancellation following the start of the session may be deemed to have been executed successfully. 2a. Subject to the provisions of subpara. 3 and 89c, in the event that the operation is to be processed in the real-time settlement system, the documents referred to in subpara. 1, pertaining to the operation, may be cancelled in the depository system until the moment the operation is processed. 3. If the execution of the operation requires the introduction to the depository system documents, referred to in subpara. 1, by more than one participant, the document introduced to the system by one of these

54 participants may be cancelled by that participant until the moment when KDPW shall state that this document matches the appropriate document introduced by another participant taking part in the operation. Once this moment has passed, these documents may only be cancelled from the depository system on the basis of matching declarations delivered to KDPW by all the participants taking part in the operation, not later than the moment defined as applicable, in subpara. 2, or subpara. 2a. 4. The documents, described in subpara. 1, introduced to the depository system in order to process a corporate action operation related to securities, which are held in safekeeping according to the provisions of 40 subpara. 6, where this processing takes place in connection with the transfer of these securities onto the registration accounts managed for KDPW by an entity, described in the provisions of 40 subpara. 6, or in connection with a transfer of these securities from these accounts, may be cancelled from the depository system up until the deadline when KDPW sends an instruction to perform the transfer to the entity, described in the provisions of 40 subpara. 6. If the cancellation of the document, described in subpara. 1, shall take place after this deadline, however within the cancellation deadline enabling KDPW to cancel this instruction in the prescribed manner, then following the moment of execution of the instruction by the entity, described in the provisions of 40 subpara. 6, the cancellation of the document, described in subpara. 1, shall be deemed to have been performed successfully. 89b 1. Participants may request for the execution of operations sent in the documents, described in 89a subpara. 1, to be put on hold: 1/ in instances where the operation is to be settled in the real-time settlement system until the moment of the settlement of the operation, 2/ in instances where the operation is to be settled in the multibatch settlement system only in the contents of this document. 2. The provisions of subpara. 1 shall apply only to those operations whose execution requires the introduction into the depository system of a document, described in 89a, subpara. 1, by more than one participant and requires matching their to be performed by KDPW. 3. An operation, whose execution has been put on hold, shall be sent for execution if KDPW receives such a request from the participant, who introduced into the depository system a document, described in described in 89a, subpara. 1, related to this operation and on condition that its execution has not also been put on hold at the request of another participant taking part, unless this other participant has also requested the operation be executed. 89c 1. A document, described in 89a, subpara. 1, shall be removed from the depository system without the need for it being cancelled by the participant if, prior to its expiry: 1/ the operation indicated in the document was not sent for settlement at the request of the participant, who introduced it to the depository system, or at the request of another participant taking part in this operation, Or if 2/ KDPW cannot match this document with any other documents of this type sent to the depository system by other participants taking part in this operation

55 (this being cancellation of an expired settlement instruction by the system). 2. Subject to the provisions of subpara. 3, the date of expiry of a document, described in 89a, subpara. 1, shall be 30 calendar days from the intended operation date indicated in the instruction, or from the date the document was sent to KDPW, depending which of these dates is the later. If the expiry date falls on a date on which settlement id nor performed in KDPW, the system will cancel the expired document on the next available business day. 3. Any additions or amendments to the a document, described in 89a, subpara. 1, as well as any other activities or events leading to a change in the instruction s status in the depository system, or the performance of the verification process, described in subpara. 1, point 2 as regards this document shall interrupt the time to expiry. Each time the interruption takes place, the time to expiry is restarted. 89d Putting on hold at the request of a participant the execution of an operation, described in 89a, subpara. 1, removes the consequences of the introduction of this document to the depository system. When the participant sends an order to KDPW to execute the operation indicated document, these consequences are restored, unless the instruction has earlier been removed from the depository system in accordance with the provisions of 89c subpara. 1. CHAPTER VII THE ISSUE OF INDIVIDUAL DEPOSITORY CERTIFICATES AND INDIVIDUAL DECLARATIONS ON THE RIGHT TO PARTICIPATE IN THE GENERAL SHAREHOLDER MEETING OF A PUBLIC COMPANY KDPW shall issue a depository certificate at the request of an institution or body for which a securities account is kept in KDPW. 2. A depository certificate shall be issued immediately after a securities account holder has submitted a written application. The certificate shall be delivered immediately by the method normally used in trade relations or in a manner agreed with the securities account holder. 3. At the request of an entity entitled from their ownership of bearer shares, holding a securities account managed in KDPW, submitted according to the provisions of Art of the Commercial Company Code, KDPW shall issue personalised declarations on the right to participate in the general meeting. 4. For the purpose of issuing and delivering the personalised declarations on the right to participate in general meetings, the provisions of subpara. 2 shall apply as appropriate. CHAPTER VII a ADVISORY COMMITTEE PROCEDURAL RULES 90a 1. The Advisory Committee, hereinafter referred to as the Committee shall nominate a Chairman and

56 Deputy Chairman from among its members. In the event of the absence of the Chairman, the Chairman s responsibilities shall be performed by the Deputy Chairman. 2. The Chairman shall, not later than 3 days following nomination, present the KDPW Management Board with a copy of the Committee s resolution in this matter, certified by the Chairman, and indicate the address or addresses where requests for a Committee opinion should be sent. 90b The Committee may draft rules that define the procedures for calling meetings and presenting opinions, subject to the provisions of this chapter. 90c Requests for Committee opinions shall be sent by the KDPW Management Board, or the KDPW Supervisory Board to the Committee Chairman. 90d Committee opinions shall be signed by the Chairman and shall be delivered to the KDPW Management Board at the KDPW address. 90e 1. Committee meetings shall be considered to be official on condition that all representatives of entitled entities, which are members of the Committee, have been informed and that at least 1/2 of them are present. 2. Committee opinions may also be presented via mailing list circular, on condition that the Resolution which contains that opinion has been signed by at least 1/2 of the representatives of entitled entities, which are members of the Committee. 90f Committee opinions shall be presented to the KDPW Management Board not later than 14 days after a request for an opinion has been lodged in accordance with the provisions of 90c. In certain reasonable circumstances, the KDPW Management Board or the KDPW Supervisory Board, may extend this deadline at the request of the Committee Chairman. 90g In certain exceptional circumstances dictated by the interest of the market or its participants, and with the consent of the Committee Chairman, the KDPW Management Board or the KDPW Supervisory Board, may request that the opinion be presented and delivered sooner than the deadline defined in 90f, first sentence. 90h Failure to deliver the Committee opinion to the KDPW Management Board before the deadline determined, respectively in 90f or 90g, shall be considered to imply that the Committee has no comments to make

57 regarding the matter presented to it for which an opinion was sought. 90i The provisions of the preceding rules shall be applied accordingly in instances where the Committee presents its opinion at its own initiative. 90j The first meeting of the Committee shall be convened by the KDPW Management Board not later than 21 days following the day that the provisions of this Chapter shall come into force. The meeting shall be convened by means of written invitations signed by a member of the KDPW Management Board and delivered to entities entitled to nominate representatives to the Committee, indicating the location of the meeting and its date, which shall be not earlier than 14 days following the delivery of the invitations. CHAPTER VIII FEES The types of fees, the rules for setting them and the amounts charged, unless described in the provisions of this Section, are contained in Appendix No. 1 to the Rules, referred to hereinafter as the Table of Fees. 2. Changes to the amount of the fees indicated in the Table of Fees, carried out after having determined charges arising from public law for the activities for which these fees are levied, shall not affect the status of these fees, being fees to which any potential charges arising from public law should be added At the request of the KDPW Management Board of Securities, the Supervisory Board may, for a limited time, lower the level of the fee or waive the fee altogether, for fees defined in the Fee Table. 2. In exceptional cases, KDPW may waive the collection of safekeeping fees for securities belonging to the State Treasury from those participants who can unequivocally demonstrate that they do not charge fees for keeping State Treasury securities on securities accounts. An application in this matter delivered by a participant will need to indicate the relevant entity account used for the separate registration of securities belonging to the State Treasury. 93 The provisions contained herein concerning fees for shares shall also apply to rights to shares, unless the provisions of the Rules state otherwise. 94 Participants shall pay the fees within 14 days of the receipt of the invoice, unless any provisions contained herein state otherwise.

58 94a Repealed 94b In instances where the value used to determine the amount of the fee is expressed in a foreign currency, its conversion into Polish currency shall take place on the basis of the average exchange rate of the foreign currency published by the National Bank of Poland, respectively: 1/ for fees charged each time following the performance of the services for which they are calculated on the date of the performance of the service, or, if the exchange rate is unknown at the moment the invoice is prepared on the date prior to this date, 2/ for fees charged on a monthly basis: a/ if these fees are calculated separately for each, or for certain dates within the monthly cycle on each date that the fee is calculated, b/ if these fees are calculated on an aggregate basis for the period of the whole month on the last date of this period. 94c The fees described in the Table of Fees shall not be charged for the State Treasury, or from the National Bank of Poland 94d The fees described in the Table of Fees, in the section relating to participants with the participation type of Issuer, shall not be charged for activities performed in relation to securities described in 40, subpara e In cases where a legal entity or other organisational unit performing, outside the territory of the Republic of Poland, the role of central securities register, in which KDPW has opened the relevant registration accounts for the purpose of registration of the securities described in 40 subpara. 6, waives the one-off fee charged to KDPW for the opening of those accounts, or waives the periodic fee for the management of those accounts, invoking the principle of reciprocity, such legal entity or other organisational unit with the type of participant status of Foreign Custodian shall not be charged a fee, respectively, for opening a formal account, or for managing an entity account f are repealed CHAPTER VIII a MEASURES FOR MAINTAINING ORDER AND DISCIPLINE

59 Measures for maintaining order and discipline shall include: 1/ reminders, 2/ the fine referred to in subpara. 2, 3/ special fees, 4/ the cancellation or suspension of participation in KDPW. 2. If a participant contravenes the principles of participation in KDPW by failing to carry out or by improperly carrying out its obligations under the participation agreement, the KDPW Management Board shall fine the participant PLN 5,000 on terms defined below, unless grounds exist for cancelling or suspending participation. 3. The special fees are detailed in Part 7 of the Table of Fees, in the section relating to fees charged to direct participants Special fees shall be paid to KDPW by direct participants on a monthly basis. 2. The provisions of 94 herein shall apply accordingly to special fees Should there be grounds to impose the fine referred to in 102 subpara. 2, the KDPW Management Board shall notify the participant concerned of the contravention, specifying precisely how it occurred and specifying a time limit to remedy the condition resulting from the contravention. Should the participant fail to remedy the condition, the KDPW Management Board shall fine the participant concerned. 2. Should the participant concerned fail to remedy the condition resulting from the contravention for which it was fined, the KDPW Management Board shall specify a time limit for eliminating the said condition prior to each subsequent imposition of a fine. 3. Should the elimination of the said condition not be possible, the KDPW Management Board shall caution the participant. The special fine referred to in 102 subpara. 2 shall not be imposed in such cases The resolution passed by the KDPW Management Board concerning the imposition of the special fine referred to in 102 subpara. 2 shall immediately be delivered to the participant concerned. 2. The resolution on imposing the fine shall be carried out within 10 days of its being delivered to the participant The participant fined on the basis of 102 subpara. 2 may, within 7 days of the receipt of the Management Board s resolution, submit an appeal to the KDPW Supervisory Board. The appeal shall be submitted through the KDPW Management Board.

60 2. Submission of an appeal shall not prevent the enforcement of the resolution The Supervisory Board s resolutions concerning appeals shall be adopted not later than 3 months after their submission. Resolutions adopted by the KDPW Supervisory Board shall be final. 2. A change of circumstances occurring after the KDPW Management Board has issued its resolution shall not provide grounds for reversing the resolution. In such instances, the participant in question may apply to the KDPW Management Board to review the case once again KDPW may terminate a participation agreement with immediate effect (cancellation of participation) or refrain from carrying out the agreement (suspension of participation) if a participant threatens the safety or the proper operation of the depository system. Such a threat shall be deemed to take place specifically, if a participant contravenes the legal provisions regulating the operation of the depository system or provisions contained herein. 2. The suspension of participation is for a specified period, not longer than 6 months. The previous participant status shall be restored on the basis of a decision taken by the KDPW Management Board, by way of resolution, before or on expiry of the aforementioned period, unless a different decision concerning further participation has been taken before the expiry of that period. 3. Participation may be suspended or cancelled with regard to all of the participant s activities under the participation agreement or with regard to only some activities. 4. The decision to suspend participation shall specify conditions needing to be met in order for the previous participant status to be restored. 5. In the event of cancellation or suspension of participation, the rules laid down in 106 and 107 shall apply. 109 Suspension and cancellation of participation shall not affect the participant s obligations arising from its activities carried out up to the date of suspension or cancellation. The provisions contained herein shall apply accordingly While participation is suspended or after it has been terminated, only those operations which may be validated by events that took place before the suspension or termination date, subject to subparas. 2-4, are carried out on the accounts kept in KDPW for the participant concerned. 2. An institution or body keeping securities accounts, or omnibus securities accounts, whose participation has been terminated, shall be obliged to take measures in order to transfer securities registered in those accounts to another participant. KDPW shall have the right to sell securities owned by that institution or body acting on its account, if those securities have not been transferred to another participant within one month of the termination of participation. If participation of an indirect participant is terminated, the participant s agent shall be obliged to carry out this sale of securities. 3. An entity whose participation has been terminated, holding a securities account managed in KDPW,

61 shall transfer securities registered in the account onto a depository account, omnibus securities account or securities account managed for another participant. The provisions of subpara. 2, second sentence shall apply accordingly. 4. An entity whose participation has been terminated, holding an omnibus securities account managed in KDPW, shall transfer securities registered in the account onto a depository account, omnibus securities account or securities account managed for another participant within one month after its participation has been terminated. CHAPTER IX INTERIM AND FINAL PROVISIONS Repealed

62 Appendix to the Resolution of the KDPW Supervisory Board No. 46/421/10, of Table of Fees - Appendix 1 to the KDPW Rules. Fees charged to KDPW direct participants Fee types and amount Rules for calculating and charging fees DEPOSTORY FEES 1. Fee for opening a formal account Fee charged after KDPW has performed the service 1.1. Fee for the opening of the first formal account in a given type of activity determined according to 11 subparas PLN 1.2. Fee for the opening of each next formal account in a given type of activity determined according to 11 subparas PLN 2. Fee for the management of an entity account The fee described in 1.2 shall not be charged in instances where the only differing attribute between the formal account being opened and the formal accounts already held by the participant in a given type of activity determined according to 11 subparas.1-4 is the securities code. The fee is charged on a monthly basis for each entity account being managed. In instances where the entity account was opened during the calendar month or was 62

63 closed prior to the end of the calendar month, the fee is calculated and charged at the full rate. Direct participants who only registered their own securities issued by the State Treasury on the registration accounts managed for them by KDPW pay ½ the amount described in 2.1 and Fee for the management of one entity account as part of a given type of activity determined according to 11 subparas PLN However, Fee for the management of one entity account as part of the type of activities determined according to the provisions of 11 subparas.3 or PLN 2.2. Fee for the management of each next entity account as part of a given type of activity determined according to 11 subparas PLN 3. Fee for safekeeping cash market instruments The fees are charged on a monthly basis, calculated on the basis of the market value of the securities held on the participant s registration accounts according to the balance at the end of each calendar day; however, for securities which are held in safekeeping on the basis of the provisions described in 40 subpara. 6 by KDPW and by Clearstream Banking SA in Luxembourg, for the purpose of calculating these fees, the market value of one security will be assumed to be not less than 2 EUR. The fee is calculated as the sum of the results (the product) calculated for balances on each calendar day of a given month, consisting of: 63

64 a/ the market value, of securities held on the participant s registration accounts according to the balance on a given calendar day multiplied by the number of calendar days in the month for which the fee is charged, and b/ the amount of the fee applicable for these securities. For securities registered on separate registration accounts, described in 11, subpara. 3a, managed for an indirect or direct participant, the fee shall be paid by the participant with the participation type of settlement entity for that indirect or direct participant Fee for safekeeping of bonds issued by the State Treasury whose central registration is performed by KDPW % 3.2 Fee for safekeeping other securities than those described in % However: For securities registered using Oesterreichische Kontrollbank AG % For securities registered using Clearstream Banking Luxembourg % However: Where the central registration of securities takes place in the Czech Republic % Where the central registration of securities takes place in the Slovak Republic % For securities registered using KELER Központi Elszámolőház és Értéktár (Budapest) Rt % For securities registered using AS EESTI VÄÄRTPABERIKESKUS % 64

65 For securities registered using Euroclear Bank SA/NV in Brussels % However: Where the central registration of securities takes place in Sweden % Where the central registration of securities takes place in the United Kingdom of Great Britain and Northern Ireland % For securities registered using UniCredit Bulbank AD % For securities registered using AB Lietuvos Centrinis Vertybinių Popierių Depozitoriumas % For securities registered using Centralna Klirinško Depotna Družba d.d. in Ljubljana % For securities registered using Latvijas Centrālais Depozitārijs % ; 4. Settlement fees Fees charged on a monthly basis from settlement counterparties. Fees listed in 4 herein are not charged for: 1) derivatives transactions, or for transfers of open positions following such transactions, 2) participants with the participation status of depositor performing the settlement of transactions executed in financial instrument trading within the scope of transactions settled by those participants applying the principle of clearing novation, described in Article 45h, subpara. 2 of the Law on Trading in financial instruments For the settlement of transactions executed in organised trading PLN However: For settlement of a transaction executed in organised trading, which is secured by the 65

66 clearing guarantee fund, or ATS guarantee fund PLN 4.2. For the settlement of transactions executed in secondary trading outside the organised markets PLN However: For transactions in securities described in 3 point 6 c or d PLN 4.3. For the settlement of transactions executed in primary trading PLN 4.4. For post-transaction settlement related to transactions executed in organised trading PLN However: If the settlement instruction was delivered by a participant after the start of the first settlement session taking place on the date when this settlement should take place, on which session transactions from the regulated market are settled, and that the settlement is connected with a transaction executed on the basis of a client order, described in Art.121 subpara.1 of the Law on trading in financial instruments PLN 4.5. For the settlement of transactions involving non-cash payments or the settlement of other operations performed on the basis of a participant s instruction, which are not operations described in PLN 4.6. For the settlement of operations involving securities described in 3 point 6 d or in 40 subpara. 6, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by institutions outside the Republic of Poland performing the role of central securities register, or by another financial institution, described in 40 subpara. 6, or performed as a result of a transfer of these securities from the registration accounts managed for KDPW by such an institution onto other accounts managed by the same institution, or a different institution of the same type EUR (equivalent) 66

67 However: Fee for the settlement of operations relating to securities registered using Oesterreichische Kontrollbank AG, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by Oesterreichische Kontrollbank AG, or performed as a result of their transfer from these accounts onto accounts managed by Oesterreichische Kontrollbank AG for another entity EUR (equivalent) Fee for the settlement of operations relating to securities registered using Clearstream Banking Luxembourg, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by Clearstream Banking Luxembourg, or performed as a result of their transfer from these accounts EUR (equivalent) However: If the transfer, as a result of which the operation is settled, takes place between accounts managed exclusively by Clearstream Banking Luxembourg --- 5,20 EUR (equivalent) If the transfer, as a result of which the operation is settled, takes place using registration accounts managed by the authorised financial institution in the Czech Republic EUR (equivalent) If the transfer, as a result of which the operation is settled, takes place using registration accounts managed by Euroclear Bank SA/NV in Brussels --- 6,90 EUR (equivalent) If the transfer, as a result of which the operation is settled, takes place using registration accounts managed by the authorised financial institution in France EUR (equivalent) If the transfer, as a result of which the operation is settled, takes place using registration accounts managed by the authorised financial institution in Italy EUR (equivalent) Fee for the settlement of operations relating to securities registered using KELER Központi Elszámolőház és Értéktár (Budapest) Rt., performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by KELER Központi Elszámolőház és Értéktár (Budapest) Rt., or performed as a result of their transfer from these accounts onto accounts managed by KELER Központi Elszámolőház és Értéktár (Budapest) Rt. for another 67

68 entity EUR (equivalent) Fee for the settlement of operations relating to securities registered using AS EESTI VÄÄRTPABERIKESKUS, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by AS EESTI VÄÄRTPABERIKESKUS, or performed as a result of their transfer from these accounts onto accounts managed by AS EESTI VÄÄRTPABERIKESKUS for another entity EUR (equivalent) Fee for the settlement of operations relating to securities whose safekeeping is managed according to the principles defined in 40 subpara. 6 by KDPW and Euroclear Bank SA/NV in Brussels, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by Euroclear Bank SA/NV in Brussels, or performed as a result of their transfer from these accounts: EUR (equivalent) However: If the transfer, as a result of which the operation is settled, takes place between accounts managed exclusively by Euroclear Bank SA/NV in Brussels EUR (equivalent) If the transfer, as a result of which the operation is settled, takes place using registration accounts managed by Clearstream Banking Luxembourg EUR (equivalent) If the transfer, as a result of which the operation is settled, takes place using registration accounts managed by the authorised financial institution in Sweden EUR (equivalent) If the transfer, as a result of which the operation is settled, takes place using registration accounts managed by the authorised financial institution in France EUR (equivalent) Fee for the settlement of operations relating to securities registered using UniCredit Bulbank AD, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by UniCredit Bulbank AD, or performed as a result of their transfer from these accounts onto accounts managed by UniCredit Bulbank AD or Centraljen Depozitar AD in Sofia for another entity EUR (equivalent). 68

69 Fee for the settlement of operations relating to securities registered using AB Lietuvos Centrinis Vertybinių Popierių Depozitoriumas, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by AB Lietuvos Centrinis Vertybinių Popierių Depozitoriumas AD, or performed as a result of their transfer from these accounts onto accounts managed by AB Lietuvos Centrinis Vertybinių Popierių Depozitoriumas for another entity EUR (equivalent) Fee for the settlement of operations relating to securities registered using Centralna Klirinško Depotna Družba d.d. in Ljubljana, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by AB Centralna Klirinško Depotna Družba d.d. in Ljubljana, or performed as a result of their transfer from these accounts onto accounts managed by Centralna Klirinško Depotna Družba d.d. in Ljubljana for another entity EUR (equivalent) Fee for the settlement of operations relating to securities registered using Latvijas Centrālais Depozitārijs, performed as a result of the transfer of these securities onto the registration accounts managed for KDPW by Latvijas Centrālais Depozitārijs, or performed as a result of their transfer from these accounts onto accounts managed by Latvijas Centrālais Depozitārijs for another entity EUR (equivalent) Fee for the transfer of securities between registration accounts following a transaction executed outside organised trading, for which clearing is not performed by KDPW PLN 5. Fees for processing messages/instructions Fees charged on a monthly basis charged for each message/instruction Deletion by the system of an out-of-date instruction PLN 69

70 5.2. Instruction matching PLN Instruction matching is defined as activities performed by KDPW involving determining that instructions sent to the depository system by participants that are settlement counterparties for a given transaction contain correct details relating to the operation Fee for sending a unit message PLN Fee is charged for sending a participant, in response to their request, a message containing information on the status of documents sent by that participant to the depository system, or information on the balance on one registration account. 6. Lending and borrowing fees Fees charged on a monthly basis from participants acting as securities borrowers Fees for processing an automatic securities loan in the absence of the events described in 6.2: For KDPW % of the market value of the securities that make up the loan, however, not less than 100 PLN for each day the securities loan remains outstanding For the securities lender % of the market value of the securities that make up the loan, however, not less than 400 PLN for each day the securities loan remains outstanding 6.2. Fee for processing an automatic securities loan where the securities borrower did not maintain the loan collateral at the requisite level, or did not return the securities on loan before the required deadline: 70

71 For KDPW % of the market value of the securities that make up the loan, however, not less than 200 PLN for each day the securities loan remains outstanding For the securities lender % of the market value of the securities that make up the loan, however, not less than 800 PLN for each day the securities loan remains outstanding 6.3. Fee for calculating compensation, described in 72 subpara. 5, for the securities lender: For KDPW 4% of the gross value of the cash payment related to the securities that make up loan, not less than 100 PLN and not more than 500 PLN, For the securities lender compensation that is equivalent to the gross value of the cash payment related to the securities that make up loan. 7. Special fees Fees charged on a monthly basis For causing suspension of settlement of a transaction executed in organised trading, or posttransaction settlement performed in connection with such a transaction as a result of a shortage on the registration account or on the bank account of a participant % of the value of the transaction, however, not less than 500 PLN for each day the shortage remains outstanding Fee charged for each new day that settlement remains suspended, charged to the participant responsible for settlement suspension. In instances where the settlement of a transaction is suspended owing to a shortage of securities, the fee is charged for the total value of all transactions executed involving securities with the same securities code, whose settlement has been suspended as a result of a shortage of securities on the registration account identified with a separate account number Fee for each subsequent resubmission of a transaction for settlement, whose settlement was unable to take place owing to a shortage of securities on the registration account or cash on the bank account of the participant, or for each subsequent resubmission for the performance of an operation that could not have been performed owing to a shortage of securities on the registration account PLN Fee charged to a participant with a shortage on the securities registration account, or cash account, charged where transaction settlement has been moved to the next settlement session, or where the transaction has been resent for settlement in the real-time settlement system. This fee shall not be charged to participants with the participation status of depositor 71

72 performing the settlement of transactions executed in financial instrument trading, within the scope of transactions settled by those participants applying the principle of clearing novation, described in Article 45h, subpara. 2 of the Law on Trading in financial instruments. 8. Fees for additional services Fee charged on a monthly basis Fee for processing a unit instruction packet sent to KDPW on an interchangeable data carrier PLN 8.2. Fee for making the depository system test environment accessible on a day that is not a business day, or on a Saturday PLN Fee charged for each day the system is made available at the request of the participant for the purpose of performing tests. The fee is not charged if the test environment is made available in order to perform tests organised by KDPW, the Warsaw Stock Exchange, or Bondspot S.A Fee for making the depository system accessible in order to perform settlement outside the hours during which KDPW performs settlement as standard PLN Fee charged for each day the system is made available at the request of the participant for the purpose of performing settlement Fee for making a unit transaction packet available a second time at the request of the participant 100 PLN 72

73 8.5. Fee for providing itemised billing information PLN Fee charged for providing the participant on request with itemised billing information for each position in the invoice Fees for additional services including securities, described in 3 point 6 d, or 40 subpara. 6: Fee charged to a direct participant for the provision to the issuer, or to an entity referred to in 40 subpara. 6 which manages specific registration accounts for KDPW on which these securities have been registered, of summary information relating to owners of these securities, or their ownership status, in relation to the exercise of rights in these securities PLN However: Fee for the provision of information to an entity referred to in 40 subpara. 6 that identifies holders of shares, in order to enable these holders to exercise rights from these shares, in instances where this information was sent to KDPW by a direct participant in electronic form and in a document structure defined by KDPW PLN for each shareholder, however, not less than 10 PLN Fee for the provision of information to an entity referred to in 40 subpara. 6 that identifies holders of shares, in order to enable these holders to exercise rights from these shares, in instances where this information was sent to KDPW by a direct participant in a form and or a document structure other than that described in PLN for each shareholder, however, not less than 30 PLN Fee charged to direct participants for the provision to the issuer of securities, or to an entity referred to in 40 subpara. 6 which manages specific registration accounts for KDPW on which these securities have been registered, of documents relating to the owners of these securities, or their holding status in relation to the exercise of rights deriving from those securities (including documents describing the tax status of the participants or their clients) PLN for each document, however, not less than 800 PLN However: Where the purpose for which these documents are provided requires the translation, the 73

74 verification of a translation or the certification of a translation of these documents into the specific foreign language necessary by a person with the appropriate authority to perform these tasks and the entity to which KDPW sends these documents ensures the performance of such duties PLN for each document, however, not less than 1000 PLN Where the provision of these documents is a condition of the exercise of rights deriving from the securities, which are described in 40 subpara. 6 and these documents do not require the actions described in PLN for each document, however, not less than 100 PLN Fee charged to a direct participant for sending an entity described in 40 subpara. 6 a voting instruction for shareholder meetings EUR (equivalent) per shareholder However: Where the instruction is sent to UniCredit Bulbank AD EUR (equivalent) Fee charged to a direct participant for providing an entity described in 40 subpara. 6 an instruction relating to the exercise of subscription rights to shares of a new issue arising from shares registered by this entity on the account managed for KDPW % of the total share issue price specified in the instruction, however, not more than the equivalent of 300 EUR Fee charged to a direct participant for services rendered in order to enable a direct participant, or its client, personally to take part in shareholder meeting in order to exercise rights derived from shares registered by an entity described in 40 subpara. 6 on an account managed for KDPW EUR (equivalent) per shareholder Fee charged to a direct participant for providing an entity described in 40 subpara. 6 an instruction relating to the nomination of securities registered by this entity on an account managed for KDPW for redemption or exchange EUR (equivalent) Fee charged to a direct participant for the provision, at the participant s request, of information on the terms and conditions of exercise by entitled persons to vote or to participate in a shareholders general meeting, in this way exercising rights deriving from shares described in 40 subpara. 6, or on the terms and conditions of exercise of rights of redemption or exchange of securities described in 40 subpara EUR (equivalent) 74

75 8.7. Fee for the transfer to the participant of a cash entitlements paid from securities referred to in 3 point 6 (d) or in 40 subpara. 6, if the payment has been processed by the issuer through an institution performing, outside the territory of the Republic of Poland, the role of central securities register, or through another financial institution, described in 40 subpara. 6, managing the relevant registration accounts for KDPW EUR (equivalent) 8.8. Fees charged only to participants with the type of participant status of Foreign Custodian Fee for the transfer to the participant of cash entitlements paid by the issuer of securities registered in the omnibus securities account managed for the participant PLN, Fee for processing of data provided by the participant of persons entitled from securities registered in the omnibus securities account managed for the participant, performed in order to determine the amount of tax liabilities of those persons in respect of the entitlement paid to them by the issuer PLN per entitled person Fee charged separately for each payment of entitlements by issuers. The fee is not charged to participants with the type of participant status of Foreign Custodian Fee charged separately for each payment of entitlements by issuers. Fee charged separately for each payment of entitlements by issuers. The fee is not charged if the data are transferred on request of KDPW Fee for processing of data provided by the participant of persons entitled from securities registered in the omnibus securities account managed for the participant, performed in order to issue to those persons the declarations referred to in Article 8c subpara. 1 of the Law on trading in financial instruments PLN per entitled person 8.8a Fee for financial processing related to payment by the participant or its client of a transaction tax levied outside the territory of the Republic of Poland, related to the transfer of securities described in Point EUR (equivalent). 75

76 Fees charged for issuers Fee types and amount Rules for calculating and charging fees I. FEES FOR PARTICIPATION AND FOR REGISTRATION OF SECURITIES 1. Fee for participation Annual fee charged in advance. Where a participation agreement is concluded for the participation type of issuer in the first half of the calendar year, the fee for that year is charged at the full rate; however, where such an agreement is concluded in the second half of the calendar year, the fee for that year is charged at ½ the rate. Where participation status for the type issuer ceases, having lasted in a given calendar year not longer than 6 months, then ½ the rate of the fee is returned to the issuer; however, where participation status for the type issuer ceases, having lasted longer than 6 months in a given calendar year, the fee for that particular year is not subject to any refund, partial or otherwise Fee for participation as issuer PLN However: Where in a given calendar year the issuer only registered bonds or mortgage bonds in KDPW PLN 2. Fee for securities registration 2.1. Fee for securities registration (subject to the provisions of 2.2) Fee charged on a one-off basis following the registration of securities and calculated according to the market rate of the securities registered. Where the securities being registered are assigned a securities ID code, which is used to assign other securities of the same type issued by the same issuer, the market value of the registered securities is determined according to the principles used to determine the market value of securities previously assigned this code, on the day the registration is performed Fee for the registration of shares % of the market value, however, not less than 3000 PLN and not more than PLN 76

77 Fee for the registration of convertible bonds for shares and rights to shares % of the market value, however, not less than 300 PLN and not more than PLN Fee for the registration of bonds, which are not convertible bonds that can be converted to shares or mortgage bonds % of the market value, however not less than 2500 PLN and not more than PLN Fee for the registration of structured certificates % of their market value, however not less than 1000 PLN and not more than PLN 2.2. Fee for the registration of securities performed according to the instructions in documents delivered in electronic form by a participant, or direct participants, on the basis of authorisation provided by the issuer For shares % of the market value, For bonds or mortgage bonds % of the market value, For other securities % of the market value. Fee charged on a monthly basis following the registration of securities and calculated according to the average market rate of the securities registered. Where the securities being registered are assigned a securities ID code, which is used to assign other securities of the same type issued by the same issuer, the market value of the registered securities is determined according to the principles used to determine the market value of securities previously assigned this code. II. FEES FOR PROCESSING SECURITIES CASH ENTITLEMENT PAYMENTS 3. Fees for processing the redemption, or payment of entitlements from securities 3.1. Fee for the processing of a dividend payment, or a pre-payment for a dividend, or processing of income generated from an investment fund when this takes place without the redemption of investment certificates % of the value of the amounts transferred, however, not less than 500 PLN and not Fee calculated and charged following the performance of the service by KDPW (following each payment instalment) 77

78 more than PLN However: If the issuer has provided KDPW information on the amount of the payment to be distributed and the D date and W date later than 5 days prior to D ate, or has provided this in a manner that differs from the principles described in the first sentence of 4 subpara. 5a, on condition that applying different procedures was the responsibility of the issuer, or if the issuer determined the D date and W date in breach of the provisions of 80 subpara % of the value of the amounts transferred, however, not less than 1500 PLN and not more than PLN 3.2. Fee for the processing of income payments from bonds, or the redemption of bonds or mortgage bonds, where this is not performed according to the principles outlined in 40 subpara % of the value of the amounts paid, however, not less than 500 PLN and not more than PLN. However: If the issuer has provided KDPW information on the amount of the payment to be distributed and the D date and W date later than 5 days prior to D ate, or has provided this in a manner that differs from the principles described in the first sentence of 4 subpara. 5a, on condition that applying different procedures was the responsibility of the issuer, or if the issuer determined the D date and W date in breach of the provisions of 80 subpara % of the value of the amounts transferred, however, not less than 1500 PLN and not more than 6000 PLN Fee calculated and charged following the performance of the service by KDPW (following each payment instalment) 3.3. Fee for the processing of entitlement payments other than those described in 3.1 and 3.2, or for the redemption of securities that are not Fee calculated and charged following the performance of the service by KDPW. 78

79 bonds or mortgage bonds, where this redemption is not performed according to the principles outlined in 40 subpara % of the value of the amounts paid, however, not less than 500 PLN and not more than PLN, However: For structured certificates % of the value of the amounts transferred, however, not less than 500 PLN and not more than PLN 3.4. Fee for the redemption of securities, processed according to the principles outlined in 40 subpara PLN. Fee charged on a monthly basis and calculated for each day the service is performed by KDPW Fee for the processing of a mandatory partial redemption of securities designated with a given code number or the reduction in the number of securities announced for redemption PLN However: Where no announcement is made relating to securities that are to be redeemed PLN III. FEES FOR PROCESSING OTHER CORPORATE ACTIONS Fee charged irrespective of the fees described in 3.2, and 3.3, charged following the performance of the service by KDPW. 4. Fee for processing subscription rights/ free securities issues/securities allocation 4.1. Fee for the processing of realisation of subscription rights/free securities issues % of the value of the issue covered via participants, however, not less than PLN and not more than PLN Fee charged following the performance of the service by KDPW and calculated according to the value of the issue (according to the issue price) covered as part of the service Fee for processing an allocation of a new issue of shares on the basis of additional subscriptions or subscriptions submitted in the second stage of the subscription/allocation of other securities PLN Fee charged following the performance of the service by KDPW. 79

80 However: Where no subscription is made on the basis of which such an allocation could be performed PLN 5. Fee for the processing of company mergers and demergers PLN Fee charged following the performance of the service by KDPW. For processing of company mergers, the fee is charged from the participant being the company initiating the takeover. For processing company demergers the fee is charged at the full rate from each of the companies involved in the demerger, and where following a demerger a demerged company is wound up from each of the companies performing the relevant merger. 6. Fees for the processing of other operations Fee charged following the performance of the service by KDPW Fees for cancellation of a part of the share total PLN 6.2. Fee for processing a share reverse-split PLN Fee charged following the performance of the service by KDPW Fee for the processing of the exchange of convertible bonds of a specific Fee charged on a monthly basis and calculated for each day the service is issue for shares, or for the processing of the realisation of other rights to take performed by KDPW. on shares of a new issue, not being a subscription right, on the basis of participant instructions PLN 6.4. Fee for the processing of all other corporate actions PLN 6.5. Fee for providing the issuer with information on persons entitled to attend a general meeting PLN However, If the issuer informed KDPW about the announcement of a general meeting later than 5 days prior to the registration date for attendance at the meeting, or in a manner different than the procedure described in the first sentence of 4 subpara. 5a, on condition that applying different procedures was the responsibility of the issuer PLN Fee charged following the performance of the service by KDPW. Fee charged on a monthly basis and billed following performance of the service by KDPW 80

81 IV. OTHER FEES 7. Fee for the management of assets held in custody in connection with the realisation of issuers obligations to securities owners (corporate entitlements) or for the management of assets making up margin deposits securing the performance of rights from securities 30% of the income generated Fee charged according to the value of the managed income generated. For the management of assets in custody in connection with the realisation of issuers obligations to securities owners (corporate entitlements), the fee is charged following the end of the management of those assets and is subject to netting with the payment to the issuer on return of the income. Where margin deposit assets used to secure the performance of rights from securities are managed, the fee is charged on a quarterly basis. 81

82 Appendix 2 to the KDPW Rules priority status assigned to specific markets and prices determined as reference prices for the purpose of calculating the market values of securities. Type of security Priority Market code 2 Reference price used for the assigned to purposes of calculating the the market 1 market value of securities on X- date Treasury bonds Non-Treasury bonds and Mortgage bonds Securities that are not Treasury bonds or Mortgage bonds 1 TBSP Fixing price from last fixing session taking place prior to X- date 2 RRP BondSpot Closing price from the last trading date prior to X-date 3 RRG GPW Price used as the basis for calculating the session opening price on X-date 1 RRG GPW Price used as the basis for calculating the session opening price on X-date 2 ASO GPW Closing price from the last trading date prior to X-date 3 ASO BondSpot Closing price from the last trading date prior to X-date 4 RRP BondSpot Closing price from the last trading date prior to X-date 1 RRG GPW Price used as the basis for calculating the session opening price on X-date 2 ASO GPW Closing price from the last trading date prior to X-date 3 RRP BondSpot Closing price from the last trading date prior to X-date. 1 The designation of priorities follows these principles: the lower the priority number assigned to a specific market, the higher the priority 2 Specific markets have been designated as follows: - TBSP electronic Treasury securities market managed by BondSpot S.A. on the basis of an agreement with the Minister of Finance, - RRG GPW stock exchange regulated market managed by the Warsaw Stock Exchange, - RRP BondSpot off-exchange regulated market managed by BondSpot S.A., - ASO GPW alternative trading system managed by the Warsaw Stock Exchange, - ASO BondSpot alternative trading system managed by BondSpot S.A. 82